Common use of Restrictive Agreements Clause in Contracts

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 Documentas otherwise approved by the Administrative Agent, (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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement Agreement, if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary 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 Subsidiary 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 to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other SubsidiarySubsidiary 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 of the Borrowerthereof; 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any restrictive condition upon (a) the ability of the Borrower or any Subsidiary 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 to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other SubsidiarySubsidiary 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 of the Borrowerthereof; provided, provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or applicable requirements of any Governmental Authority or by this Agreement or any other Loan Document, or agreements governing Indebtedness permitted by Section 7.1(c) to the extent such restrictions govern only the asset financed pursuant to such Indebtedness, 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary 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 to pay dividends or other distributions with respect to any of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, 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 customary restrictions and conditions contained 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) or any restrictions or conditions in agreements relating to the sale respect of a Person who becomes a Subsidiary pending such saleafter the date of this Agreement, provided so long as such restrictions and or conditions apply only to the Subsidiary that is sold and were not entered into solely in contemplation of such sale is permitted hereunderPerson becoming a Subsidiary, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Borrowers will not, and nor will not the Lead Borrower permit any Subsidiary of the other Credit Parties to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any of the Borrower or any Subsidiary Credit Parties 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 Subsidiary of the Credit Parties to pay dividends or other distributions with respect to any shares of its common stock, capital stock or other equity interests or to make or repay loans or advances to the Borrower Borrowers or any of the other Subsidiary, Credit Parties or to Guarantee guarantee Indebtedness of the Borrower Borrowers or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; providedother Credit Parties, 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 restrictions shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subleasing thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 Documentas otherwise approved by the Administrative Agent, (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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower No Loan Party will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary 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) the ability of any Subsidiary such Loan Party to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the any Borrower or any other Subsidiary, Loan Party or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerLoan 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 Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Person pending such sale, provided such restrictions and conditions apply only to the Subsidiary Person that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The No Borrower will notwill, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Credit Party to create, incur or permit to exist any Lien upon any of its Property or assets or properties, whether now owned or hereafter acquired, in favor of the Administrative Agent and/or the other Secured Parties or (b) the ability of any Subsidiary to pay dividends or other distributions to any Borrower or any other Subsidiary, as applicable, or the ability of any Borrower to pay dividends or other distributions to any other Borrower, in each case, with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the any Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 customary restrictions and conditions contained permitted pursuant to an agreement entered into in agreements relating to the connection with a 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 hereunderunder Section 6.13, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property Property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary 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 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 Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; 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 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) and (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Except for Permitted Restrictive Agreements, Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the Borrower or any Subsidiary of the Borrowerother Subsidiary; provided, that provided that: (i) the foregoing shall not apply to (x) restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, and (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 to be sold and such sale is permitted hereunder, ; and (iiiii) the foregoing clause (a) shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Permitted Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivy) clause (a) shall not apply to customary provisions in leases leases, in-bound licenses of Intellectual Property and other contracts restricting the assignment thereof; (iii) the foregoing shall not apply to any stockholder agreement, charter, by laws or other organizational documents of Borrower or any Subsidiary as in effect on the date hereof and as amended as permitted hereunder; and (iv) the foregoing shall not apply to Permitted Liens.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets or properties, whether now owned or hereafter acquiredProperty other than Permitted Liens, or (b) the ability of any Subsidiary to (i) pay dividends or other distributions with respect to holders of its common stockEquity Interests, to (ii) make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee or (iii) guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (iw) the foregoing shall does not apply to restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (iix) the foregoing shall does not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided if such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiy) clause (a) shall of the foregoing does not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Agreement, and (ivz) clause (a) shall of the foregoing does not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and ---------------------- will not permit any Subsidiary 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 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 Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; provided, provided that (i) the foregoing shall not apply to -------- restrictions or and conditions imposed by law laws, regulations or orders of any Governmental Authority 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 (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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) the foregoing shall not apply to customary prohibit provisions in leases and other contracts restricting the assignment thereofindentures which relate to Subsidiary Guarantees which do not prohibit Guarantees contemplated by this Agreement.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 identified on Schedule 8.8 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary 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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in real property or equipment leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets or properties, whether now owned or hereafter acquired(other than any Lien permitted by Section 6.02), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will Parent shall not, and will shall not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon upon (a) the ability of the Borrower Parent or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or property, (b) the ability of any Loan Party to amend or otherwise modify any Loan Document, or (c) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary or to Guarantee Indebtedness of the Parent or any other Subsidiary or transfer any of its property or assets properties to the Borrower or any Subsidiary of the BorrowerLoan Party; provided, 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 customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, and (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Except for Permitted Restrictive Agreements and the agreements governing Permitted Priority Debt, Parent and Borrower will not, and will not permit any Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Parent, Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other SubsidiaryParent, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the Parent, Borrower or any Subsidiary of the Borrowerother Subsidiary; provided, that provided that: (i) the foregoing shall not apply to (x) restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, and (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 to be sold and such sale is permitted hereunder, ; and (iiiii) the foregoing clause (a) shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Permitted Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivy) clause (a) shall not apply to customary provisions in leases leases, in-bound licenses of Intellectual Property and other contracts restricting the assignment thereof.

Restrictive Agreements. The Except for Permitted Restrictive Agreements, Parent and Borrower will not, and will not permit any Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Parent, Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other SubsidiaryParent, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the Parent, Borrower or any Subsidiary of the Borrowerother Subsidiary; provided, that provided that: (i) the foregoing shall not apply to (x) restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, and (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 to be sold and such sale is permitted hereunder, ; and (iiiii) the foregoing clause (a) shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Permitted Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivy) clause (a) shall not apply to customary provisions in leases leases, in-bound licenses of Intellectual Property and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, as security for the Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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 provided, such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in real property or equipment leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly Directly or indirectly, indirectly enter into, incur or permit to exist exist, or permit any of its Subsidiaries to 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 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 (bii) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness guarantee Debt of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (iA) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement Agreement, (B) the foregoing shall not apply to restrictions and conditions that could not be reasonably expected to cause a material adverse effect on the ability of the Borrower to perform any of its obligations under this Agreement, (C) 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 other Loan Documentamendment or modification expanding the scope of, any such restriction or condition), (iiD) 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, (iiiE) clause (ai) above shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness Debt and (ivF) clause (ai) above shall not apply to customary provisions in leases and other contracts licenses restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any Subsidiary of their respective 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 Subsidiary of its respective 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 to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower Borrowers or any other Subsidiary, to Guarantee Indebtedness of the any Borrower or any other Subsidiary or to transfer any of its property or assets to the any Borrower or any Subsidiary of the BorrowerBorrowers; 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts licenses agreements restricting the assignment thereof.

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any Subsidiary other member of the Borrower Affiliated Group to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any member of the Borrower or any Subsidiary Affiliated Group 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 Subsidiary member of the Borrower Affiliated Group to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower Borrowers or any other Subsidiary, member of the Borrower Affiliated Group or to Guarantee guarantee Indebtedness of the Borrower Borrowers or any other Subsidiary or to transfer any member of its property or assets to the Borrower or any Subsidiary of the Borrower; providedAffiliated Group, 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 restrictions shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subleasing thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary toNo Credit 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 Subsidiary Credit 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 to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Credit Party or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerCredit 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 Documentthe Credit Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 7.8 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary 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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary toNo Credit 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 Subsidiary Credit 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 to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Credit Party or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerCredit 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 Documentthe Note Purchase Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 7.8 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary 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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Sponsor will not, and will not permit any 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 Sponsor or any 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Sponsor or any other Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower Sponsor or any other Subsidiary or to transfer any of its property or assets to the Borrower Sponsor or any Subsidiary of the BorrowerSponsor; provided, however, that (i) the foregoing shall not apply to restrictions or conditions set forth in Schedule 6.21 or 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, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under Section 6.14 of this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases [and other contracts contracts] restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to its common stockmake Restricted Payments to, to make or repay loans or advances to, or to transfer assets to, the Borrower or any other Subsidiary, Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, provided that (i) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or conditions imposed by law or by this Agreement renewal of, or any other Loan Documentamendment or modification expanding the scope of, any such restriction or condition), (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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Lessee will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower Lessee or any other Subsidiary or to transfer any incur Suretyship Liabilities in respect of its property or assets to Indebtedness of the Borrower Lessee or any Subsidiary of the Borrowerother Subsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement or any and the other Loan DocumentOperative Agreements, (ii) the foregoing shall not apply to restrictions and conditions (x) contained in the Other Corporate Loan Documents or (y) existing on the date hereof and identified on Schedule 9.5(i) (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) and (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if hereunder and provided further that such restrictions and conditions apply only to the property or assets securing such Indebtedness cannot be imposed at any time that a Default has occurred and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofis continuing.

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

Restrictive Agreements. The Neither Holdings nor the Parent Borrower will, nor will not, and will not they permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to secure the Borrower Obligations (or any Subsidiary of Indebtedness incurred to refinance or replace the BorrowerObligations); 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 6.06 or to any refinancing, extension or renewal of, or any amendment or modification of, any Indebtedness or other agreement existing on the date hereof containing any such restriction or condition (but without 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 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, (iiid) clause (a) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ive) clause (a) the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment assignment, pledge or mortgage thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, however, that (i) the foregoing shall not apply to restrictions or conditions set forth in Schedule 7.7 or 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, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, provided that (i) the foregoing shall not apply to restrictions 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in real property or equipment leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to holders of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 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 the Equity Interests of such Subsidiary and such sale is permitted hereunder, (iii) clause (a) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions are customary for such Indebtedness and no more restrictive than the comparable restrictions and conditions apply only to the property or assets securing such Indebtedness set forth in this Agreement and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Neither the Borrower will not, and will not permit nor any Restricted Subsidiary towill, 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 Restricted 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, inventory or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Restricted Subsidiary or to Guarantee Indebtedness Debt of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; provided, provided that (i1) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement Agreement, (2) the foregoing shall not apply to restrictions and conditions existing on the date hereof, or any other Loan Documentextension or renewal of any such restriction or condition, but shall apply to any amendment or modification expanding the scope of such restriction or condition, (ii3) 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, (iii4) clause (a) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness Debt and (iv5) 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 Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Domestic Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the Borrower Company or any Subsidiary of the Borrowerother Subsidiary; provided, 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness 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 customary provisions be issued in leases and other contracts restricting the assignment thereofconnection with this Agreement.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement binding on the Borrower or any Subsidiary that prohibits, restricts or imposes any condition upon (ai) the ability of the Borrower or any Subsidiary to create[reserved], 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 Guarantor to pay dividends or make other distributions with respect to any of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantor, or (iii) the ability of any Subsidiary to transfer any of its property repay loans or assets advances to the Borrower or any Subsidiary of the Borrower; providedGuarantor, provided that (ia) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement the Loan Documents, (b) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 7.10 (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), and (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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, the Note Purchase Agreement 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, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary 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 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 Restricted Subsidiary to pay dividends or other distributions with respect to holders of its common stock, equity interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Restricted Subsidiary or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; 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 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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (iv) clause (a) shall not apply to customary provisions in 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 Neither Holdings nor the Parent Borrower will, nor will not, and will not they permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to secure the Borrower Obligations (or any Subsidiary of Indebtedness incurred to refinance or replace the BorrowerObligations); 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 6.08 or to any refinancing, extension or renewal of, or any amendment or modification of, any Indebtedness or other agreement existing on the date hereof containing any such restriction or condition (but without 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 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, (iiid) clause (a) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ive) clause (a) the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment assignment, pledge or mortgage thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter 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 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 Subsidiary to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that that, (i) the foregoing shall not apply to restrictions or conditions imposed by law or Law, by this Agreement or Agreement, by any other Loan DocumentDocument or by any Ultimate Parent Indebtedness Documentation as in effect on the Effective 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 provided, that, such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Capital Lease Obligations permitted by this Agreement if Agreement, so long as such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions provision in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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 Note Purchase 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien (other than Permitted Encumbrances) upon any of its assets property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 Documentas otherwise approved by the Administrative Agent, (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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement Agreement, if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (v) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any merger or similar transaction.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, however, 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, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under Section 7.1(c) of this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower Lessee will not, and will not permit any 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 Lessee or any 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Lessee or any other Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower Lessee or any other Subsidiary or to transfer any of its property or assets to the Borrower Lessee or any Subsidiary of the BorrowerLessee; provided, however, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Master Agreement or any other Loan Operative 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, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by under Section 5.14(c) of this Master Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower will not, and nor will not it permit any Subsidiary 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 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 Restricted Subsidiary to pay dividends or other distributions with respect to any of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; 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 customary restrictions and conditions contained set forth in agreements relating the Indenture, (iii) the foregoing shall not apply to the sale of a Subsidiary pending such sale, provided such restrictions and conditions existing on the date hereof identified on Schedule 7.08 (but shall apply only to any extension or renewal of, or any amendment or modification expanding the Subsidiary that is sold and scope of, any such sale is permitted hereunderrestriction or condition), (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Domestic Borrower will not, and will not permit any Subsidiary of its Subsidiaries (other than the SPV) to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary (other than SPV) to pay dividends or other distributions with respect to its common stockany Equity Interests, or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Domestic Borrower or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the Domestic Borrower or any Subsidiary of the Borrowerother Subsidiary; 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 DocumentCredit Document or as contemplated by the Securitization Documents (with respect to the loans or advances and the Guaranteeing of Indebtedness, as aforesaid), (ii) the foregoing shall not apply to 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), and (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the LOAN AGREEMENT ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness incur Suretyship Liabilities in respect of Debt of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 (x) contained in the Other Corporate Loan Documents or (y) existing on the date hereof and identified on Schedule 6.9 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) and (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if hereunder and provided further that such restrictions and conditions apply only to the property or assets securing such Indebtedness cannot be imposed at any time that a Default has occurred and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofis continuing.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property prop­erty or assets to the Borrower or any Subsidiary of the Borrower; 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, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets material Property or properties, whether now owned or hereafter acquiredassets, or (b) the ability of any Subsidiary Borrower to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower any Subsidiary or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, 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 TOPS Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on SCHEDULE 6.08 or any extension, renewal, amendment or modification thereof which does not expand the scope of any such restriction or condition (but the foregoing shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) clause (a) of the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or an asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets Pool Property or properties, whether now owned or hereafter acquiredthe Equity Interests in a Borrower, or (b) the ability of any Subsidiary Borrower to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the a Lead Borrower or any other Subsidiary, Subsidiary Borrower or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerBorrowers; 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 Documentas otherwise approved by the Administrative Agent, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Borrower pending such sale, provided such restrictions and conditions apply only to the Subsidiary Borrower that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit the Parent or any Subsidiary of the Subsidiaries of the Parent 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 Parent or any Subsidiary 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 to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower Parent or any other Subsidiary, to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary of the Parent or to transfer any of its property or assets to the Borrower Parent or any Subsidiary of the BorrowerParent; 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, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, ; (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness; and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit Subsidiary Loan Parties to and will use reasonable commercial efforts to prohibit any of its Subsidiaries that are not Subsidiary Loan Parties to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, Capital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and are no more restrictive in any material respect than these provisions and (iv) clause (a) of the foregoing shall not apply to customary provisions in contracts and leases and other contracts entered into in the ordinary course restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and nor will not it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any 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 Subsidiary to pay dividends or other distributions with respect to its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the Borrower Company or any Subsidiary of the Borrowerother Subsidiary; 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 Effective Date identified on Schedule 6.11 (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, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing 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 Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to secure the Borrower or any Subsidiary of the BorrowerSecured Obligations; provided, provided that (i) the foregoing shall not apply to (i) 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 Facility or the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (iv) clause (a) shall not apply to customary provisions in leases leases, subleases, licenses or sublicenses and other contracts restricting the assignment thereof, (v) customary provisions in joint venture agreements and applicable solely to such joint venture, (vi) solely with respect to the requirement to grant Indenture Ratable Liens, the provisions of the USF Bond Indenture and (vii) restrictions and conditions imposed by the Specified Pension Fund Deferral Transaction Documents.

Restrictive Agreements. The Borrower will not, and will not permit 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 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 6.05 hereof, or (b) the ability of any Subsidiary Guarantor to pay dividends Distributions or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any guaranty Indebtedness of its property or assets to the Borrower or any Subsidiary of the Borrowerother Subsidiary; 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 that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of this Section shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Parent will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the Borrower Parent or any Subsidiary of the Borrowerother Subsidiary; 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 Documentas otherwise approved by the Administrative Agent, (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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement Agreement, if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary or any Loan Party to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) other than in connection with the SmartFinancial Merger and the Merger Agreement, the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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, and (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement Contractual Obligation that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any such 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 such Subsidiary to pay dividends or other distributions with respect to its common capital stock, to make or repay loans or advances to the Borrower or any other SubsidiarySubsidiary of the Borrower, to Guarantee Indebtedness of the Borrower or any other Subsidiary of the Borrower or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement Agreement, or any other Loan DocumentDocument or the U.S. Revolving Credit Agreement as in existence 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, and (iii) clause subsection (a) immediately above shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower will not, and ---------------------- will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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 Note 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of the Loan Parties 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 Subsidiary of the Loan Parties 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 the Loan Parties (other than the Parent) to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other SubsidiaryLoan Party, to Guarantee Indebtedness of the Borrower or any other Subsidiary Loan Party or to transfer any all or substantially all of its property or assets to the Borrower or any Subsidiary of the Borrowerother Loan Party thereof; 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 permitted 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and or other contracts agreements restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any Subsidiary of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the Borrower Company or any Subsidiary of the Borrowerother Subsidiary; 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, as in effect on the date hereof, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions hereunder or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) the foregoing shall not apply to customary provisions restrictions and conditions contained in leases and other contracts restricting agreements creating or evidencing Indebtedness of the assignment thereofReceivables Subsidiary permitted by Section 6.01(f).

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or and conditions imposed (A) by law or law, (B) by this Agreement or any other Loan Document, (C) by the Senior Note Indenture, the Preferred Stock, the Exchange Notes or the other Existing Notes or (D) by Indebtedness of GCNA or any of its subsidiaries existing on the Restatement Effective Date, (ii) the foregoing shall not apply to restrictions and conditions existing on the Restatement Effective Date, identified on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), Credit 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, , (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) the foregoing shall not apply to restrictions and conditions that are no less favorable, taken as a whole, to the Lenders than those of the Senior Note Indenture, as reasonably determined by Limited.

Restrictive Agreements. The Borrower Lessee will not, and will not permit any 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 Lessee or any 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Lessee or any other Subsidiary, to Guarantee Indebtedness of the Borrower Lessee or any other Subsidiary or to transfer any of its property or assets to the Borrower Lessee or any Subsidiary of the BorrowerLessee; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or Agreement, any other Transaction Document or the SouthTrust Loan DocumentFacility 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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) clause (a) the foregoing shall not apply to restrictions or conditions imposed by any agreement customary market provisions relating to secured Indebtedness permitted the issuance of any trust preferred securities by this Agreement if such restrictions and conditions apply only to the property Borrower or assets securing such Indebtedness any Subsidiary of the Borrower and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary toNo DealerTrack Company will, 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 Subsidiary DealerTrack Company 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower Credit Parties or any other Subsidiary, to Guarantee Indebtedness Debt of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerCredit Parties; 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 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, and (iiiiv) clause (a) of this Section shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and Debt or (ivB) clause (a) 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 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Company or any other Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other Subsidiary or to transfer any of its property or assets to the Borrower Company or any Subsidiary of the BorrowerCompany; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement Agreement, the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Synthetic Lease Documents or any other Loan Documentthe Industrial Revenue Bonds, (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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Sponsor will not, and will not permit any 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 Sponsor or any 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Sponsor or any other Subsidiary, to Guarantee Indebtedness of the Borrower Sponsor or any other Subsidiary or to transfer any of its property or assets to the Borrower Sponsor or any Subsidiary of the BorrowerSponsor; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan DocumentTransaction Document or the 2005 Note 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 Documentas otherwise approved by the Administrative Agent, (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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement Agreement, if such restrictions and or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary toNo Credit 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 Subsidiary Credit 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 to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Credit Party or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerCredit 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 DocumentAgreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on SCHEDULE 7.8 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided PROVIDED such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to holders of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (v) the foregoing shall not apply to restrictions or conditions imposed by the Summit Sale Documents.

Restrictive Agreements. The Borrower No Borrowing Base Subsidiary will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Borrowing Base 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 Borrowing Base Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Borrowing Base Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerBorrowing Base Subsidiary; 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 customary restrictions and conditions contained in agreements relating to the sale of a Borrowing Base Subsidiary pending such sale, provided such restrictions and conditions apply only to the Borrowing Base Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, Capital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, that except: (ia) the foregoing shall not apply to restrictions or and conditions imposed by law or by this Agreement Agreement; (b) restrictions and conditions existing on the date hereof identified on Schedule 7.09 (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, ; and (iiid) clause (with respect to paragraph (a) shall not apply to above) (i) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivii) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Sponsor will not, and will not permit any 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 Sponsor or any 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Sponsor or any other Subsidiary, to Guarantee Indebtedness of the Borrower Sponsor or any other Subsidiary or to transfer any of its property or assets to the Borrower Sponsor or any Subsidiary of the BorrowerSponsor; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Transaction Document, the 2002 Note Agreement or the 2005 Note 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary UAP Property Owner to create, incur or permit to exist any Lien upon any of its assets UAP Property or properties, whether now owned the Equity Interests in the Borrower or hereafter acquiredsuch UAP Property Owner, or (b) the ability of any Subsidiary UAP Property Owner to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, UAP Property Owner or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerUAP Property Owner; 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 Documentas otherwise approved by the Administrative Agent, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary UAP Property Owner pending such sale, provided such restrictions and conditions apply only to the Subsidiary UAP Property Owner that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets or properties, whether now owned or hereafter acquired, to secure the Obligations or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, provided that (i) the foregoing shall not apply to (A) restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, (iiB) restrictions and conditions existing on the foregoing Effective Date identified in writing to the Administrative Agent (but shall not apply to any amendment or modification unless not materially expanding the scope of any such restrictions or conditions (as determined by the Borrower in good faith)), (C) 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, (iiiD) clause (a) shall in the case of any Subsidiary that is not apply to a wholly-owned Subsidiary, restrictions or and conditions imposed by its organizational documents or any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property related joint venture or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.similar

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 identified on Schedule 6.08, (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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 identified on Schedule 7.07 or related to the Indebtedness set forth in Schedule 7.01 (but shall apply to any extension or renewal of, or any amendment or modification resulting in any such restriction or condition becoming more restrictive), (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, and (iiiiv) clause (a) the foregoing shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (ivy) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter Enter into, incur or permit to exist any agreement (other than any Contractual Obligation binding on any HMO Subsidiary or Insurance Subsidiary) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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 Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Capital Lease Obligations permitted by this Agreement if so long as such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions provision in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law law, rule, regulation or regulatory administrative agreement or determination 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 6.06 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, hereunder and (iiiiv) clause (a) the foregoing shall not apply to customary restrictions or and conditions imposed by any agreement contained in agreements relating to secured Indebtedness permitted by this Agreement if the acquisition of a Person, provided such restrictions and conditions apply only to the property or assets securing Person that is being acquired, are in effect for a period no longer than ten months, and such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofacquisition is permitted hereunder.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to holders of its common stock, Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (iviii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (iv) clause (a) and (b) of the foregoing shall not apply to encumbrances or restrictions existing under or by reason of a Senior Debt Document.

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; providedPROVIDED, 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) Collateral to secure the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSecured Obligations; provided, provided that (i) the foregoing shall not apply to (i) restrictions or and conditions imposed by law or by this Agreement or any other Loan Document, the Senior Notes Documents, the Contribution Deferral Agreement, or a Permitted Receivables/ABL Facility, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or an asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or the asset, as applicable, that is to be sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (iv) clause (a) shall not apply to customary provisions in leases leases, subleases, licenses or sublicenses and other contracts restricting the assignment thereofassignment, lease, sublease, license or sublicense thereof (or otherwise restricts the granting of a Lien on the assets subject thereto), (v) customary provisions in joint venture agreements and similar agreements and applicable solely to such joint venture.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary; 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 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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (v) the foregoing shall not apply to any Indebtedness of the Borrower that is pari passu in right of payment with the obligations of the Borrower hereunder (i.e., not subordinated in right of payment to such obligations).

Restrictive Agreements. The Borrower will not, and will not permit any 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 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 Subsidiary to pay dividends or other distributions with respect to its common stockCapital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary of its Consolidated 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 364-DAY CREDIT AGREEMENT (a) the ability of the Borrower or any Consolidated 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 Consolidated Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, Consolidated Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerConsolidated Subsidiary; 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 customary restrictions and conditions contained in agreements relating to the sale of a Consolidated Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Consolidated Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (v) clauses (a) and (b) of the foregoing shall not apply to any Indebtedness that is pari passu in right of payment with the obligations of the Borrower hereunder (i.e. not subordinated in right of payment to such obligations).

Restrictive Agreements. The Borrower Company will not, and will not permit any 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 Subsidiary to create, incur or permit any Lien upon any of its assets or propertiesProperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower Company or any other Subsidiary, to Guarantee guaranty Indebtedness of the Borrower Company or any other Subsidiary or to transfer any of its property Property or assets to the Borrower Company or any Subsidiary of the BorrowerCompany; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Note Document, the Bank Credit Agreement or the Bank 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) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property Property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Borrowers will not, and will not permit any Subsidiary other member of the Borrower Affiliated Group to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any member of the Borrower or any Subsidiary Affiliated Group 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 Subsidiary member of the Borrower Affiliated Group to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower Borrowers or any other Subsidiary, member of the Borrower Affiliated Group or to Guarantee guarantee Indebtedness of the Borrower Borrowers or any other Subsidiary or to transfer any member of its property or assets to the Borrower or any Subsidiary of the Borrower; providedAffiliated Group, 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 Loan Document, (ii) the foregoing restrictions shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subleasing thereof.

Restrictive Agreements. The Borrower will notEnter into, and will not incur or permit to exist, or permit any Subsidiary to, directly or indirectly, to enter into, incur or permit to exist exist, any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the any Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Agent or properties, whether now owned or hereafter acquiredthe Lenders, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower Borrowers or the ability of any other Subsidiary, Guarantor to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the BorrowerBorrowers; 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 customary restrictions and conditions contained in agreements relating existing on the date hereof identified on SCHEDULE 7.14 hereto (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 restriction or condition) and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted to be incurred by the Borrowers or their Subsidiaries under the terms of this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower Loan Parties will not, and will not permit any Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Loan Parties or any Subsidiary of their Subsidiaries 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 Subsidiary of a Loan Party to pay dividends or other distributions with respect to any shares of its common stock, Capital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower Loan Parties or any other Subsidiary of the Loan Parties or to transfer any guarantee Indebtedness of its property or assets to the Borrower Loan Parties or any other Subsidiary of the BorrowerLoan Parties; provided, however, that (i) the foregoing shall not apply to restrictions or and conditions imposed by law Applicable 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) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (iviii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or subleasing thereof.

Restrictive Agreements. The Such Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any 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 Subsidiary to pay dividends or other distributions with respect to any shares of its common stock, capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the a Borrower or any other Subsidiary or to transfer any Guarantee Indebtedness of its property or assets to the a Borrower or any Subsidiary of the Borrowerother Subsidiary; provided, provided that (i) the foregoing shall not apply to restrictions or and conditions imposed by law or regulation or by this Agreement or any other the Loan DocumentDocuments, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.06 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, hereunder and (iiiiv) clause (a) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to associated with the property Alliance Agreement and the agreements and transactions contemplated therein or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereofexpressly permitted thereby.

Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary 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 Subsidiary 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 to pay dividends or other distributions with respect to its common stockEquity, to make or repay loans or advances to the Borrower or any other SubsidiarySubsidiary 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 of the Borrowerthereof; 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 Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other contracts leases, subleases, licenses or sublicenses restricting the assignment thereof.