Common use of Restrictive Agreements Clause in Contracts

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement 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 Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantor; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as 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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (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 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 restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor of its Subsidiaries to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets (other than any Lien permitted by Section 6.02), or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 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 restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the US Borrower or any Subsidiary Guarantor other Credit Party to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor of the US Borrower to pay dividends or other distributions with respect to any shares of its capital stock or membership interests or to make or repay loans or advances to the US Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the US Borrower or any other Subsidiary Guarantorof its Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Applicable Law or by this Agreement or as otherwise approved by the Administrative Agent, any Loan Document and provided further that (iix) the foregoing clauses (a) and (b) above shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor Person or asset pending such sale, provided such restrictions and conditions apply only sale solely to the Subsidiary Guarantor that is to be sold and extent such sale is permitted hereunderunder Section 9.5, and (iiiy) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing above shall not apply to customary provisions in leases leases, sublease, licenses or sublicenses and other contracts restricting the assignment thereofthereof and negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 9.1(e) or (j), but solely to the extent such negative pledge or restriction relates to the Property financed by such Indebtedness.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 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 restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantoror to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law Law or by this Agreement or as otherwise approved by the Administrative Agentany other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 Capital Lease Obligations permitted by this Agreement if so long as such restrictions or 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 provision in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 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 nor will not it permit any of its the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantor, assets or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock equity securities or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary Guarantor; Subsidiary, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, and (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets Property securing such Indebtedness and (ivv) clause (a) of the foregoing this Section shall not apply to customary provisions in leases restricting the assignment thereof.

Restrictive Agreements. The Except for Permitted Restrictive Agreements, the Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that that: (ia) the foregoing shall not apply to (x) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agent, and (iiy) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, ; and (iiib) clause (a) of the foregoing shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivy) clause (a) of the foregoing shall not apply to customary provisions in leases leases, in-bound license of Intellectual Property and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and ---------------------- will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Restricted Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorRestricted Subsidiary; provided that (i) the foregoing shall not apply to -------- restrictions and conditions imposed by law laws, regulations or orders of any Governmental Authority or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, and (iiiiv) clause (a) of the foregoing shall not apply prohibit provisions in indentures which relate to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted Subsidiary Guarantees which do not prohibit Guarantees contemplated by this Agreement if such restrictions 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 restricting the assignment thereofAgreement.

Restrictive Agreements. The Borrower Loan Parties will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Loan Parties or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Loan Parties or any other Subsidiary Guarantor or to Guarantee guarantee Indebtedness of the Borrower Loan Parties or any other Subsidiary Guarantor; Subsidiary, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 or conditions apply only to the property or assets securing such Indebtedness and (iii) clause (b) shall not apply to customary restrictions set forth in agreements of Foreign Subsidiaries or the Lead Borrower related to their Indebtedness or leases on the ability to pay dividends, and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses and other agreement restricting the assignment assignment, sublicensing, or subleasing thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or assets to secure the Equity Interests in the Borrower or such Subsidiary Guarantor, Secured Obligations or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) clause (b) of the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any asset or a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the asset or Subsidiary Guarantor 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 or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (ivv) 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 of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or (other arrangement than Subordinated Debt Documents evidencing Permitted Subordinated Debt) and 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 Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantoror to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 or 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 or other agreements entered into in the ordinary course of business restricting the assignment thereof.

Restrictive Agreements. The Except for Permitted Restrictive Agreements, Parent and Borrower will not, and will not permit any of its 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 Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Parent, Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Parent, Borrower or any other Subsidiary GuarantorSubsidiary; provided that that: (i) the foregoing shall not apply to (x) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agent, and (iiy) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, ; and (iiiii) the foregoing clause (a) of the foregoing shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Permitted Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivy) clause (a) of the foregoing 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 Company will not, and nor will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary Guarantor to create, incur or permit to exist any Lien securing Obligations or any refinancing thereof upon any Pool Property property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets actually owned by it, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to customary provisions included in licenses, contracts, leases, agreements and other instruments restricting assignment and/or encumbrance, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any asset sale pending such sale, provided such restrictions and conditions apply only to such assets and such sale is permitted hereunder 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 None of its Subsidiaries tothe Loan Parties 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 any Loan Party or any Subsidiary Guarantor of its Subsidiaries to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock property or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantorassets; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law Law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (iib) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (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 or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (ivc) clause (a) of the foregoing shall not apply to customary provisions in leases leases, licenses, joint venture agreements and other contracts restricting the assignment thereof, (d) customary restrictions and conditions contained in any agreements relating to the sale of assets pending such sale; provided that such restrictions and conditions apply only to the assets to be sold and such sale is permitted hereunder, (e) any instrument governing Indebtedness assumed in connection with any Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (f) any order from or agreement with an applicable insurance regulatory authority, and (g) customary restrictions in agreements evidencing or governing Indebtedness permitted under Section 9.1, which restrictions are not materially more restrictive than the restrictions set forth in this Agreement, unless the Administrative Agent has consented thereto.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries toNo Loan Party will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor such Loan Party to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) in the case of the Guarantor, the ability of any Subsidiary the Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorBorrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, by any agreement with respect to Permitted Borrower Secured Debt or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.07 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Guarantor subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or and conditions imposed by any agreement relating to secured Indebtedness permitted under Sections 6.02(c), (e) or Liens permitted by this Agreement (f) if such restrictions or conditions apply only to the property or assets securing such Indebtedness 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 Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Parent or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (or any amendment or modification thereof not expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

Restrictive Agreements. The Borrower Lessee will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Lessee or any other Subsidiary Guarantor or to Guarantee incur Suretyship Liabilities in respect of Indebtedness of the Borrower Lessee or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by and the Administrative Agentother Operative 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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (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 hereunder and provided further that such restrictions or 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) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereofis continuing.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement binding on the Borrower or any Subsidiary thereof 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 Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor of the Borrower to pay dividends or make other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantor; thereof, provided that (ia) the foregoing shall not apply to restrictions and conditions imposed by law law, by this Agreement, by the Other Credit Agreement, or by this Agreement any other loan or as otherwise approved by credit agreement containing such restrictions and conditions that are no more onerous than the Administrative Agentrestrictions and conditions contained herein, (iib) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 8.9 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (c) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor of the Borrower pending such sale, provided that such restrictions and conditions apply only to the such Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, hereunder and (iiid) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement Subsidiaries which are special purpose entities involved in a securitization relating to secured Indebtedness the sale or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) financing of the foregoing shall not apply to customary provisions in leases restricting the assignment thereofaccounts receivable.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement (other than any Contractual Obligation binding on any HMO Subsidiary or other arrangement Insurance Subsidiary) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of any Restricted Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Restricted Subsidiary, to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary Guarantoror to transfer any of its property or assets to the Borrower or any Restricted Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law Law or by this Agreement or as otherwise approved by the Administrative Agentany 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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary Guarantor 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 Capital Lease Obligations permitted by this Agreement if so long as such restrictions or 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 provision in leases restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares holders of its capital stock or Equity Interests, to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary GuarantorSubsidiary, in each case, which are materially more restrictive than this Agreement (with the understanding that there shall be no restriction on the repayment of amount owing under or in connection herewith); provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany 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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (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 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 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 Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 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 restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantorof its Real Estate Properties, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 or conditions apply only to the property or assets securing such Indebtedness and (iviii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof. Borrower will cause Subsidiary Guarantors to make timely sufficient distributions and dividends to pay the Indebtedness incurred pursuant to the Loan Document as and when due and payable.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantoror to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law Law or by this Agreement or as otherwise approved by the Administrative Agentany other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 Capital Lease Obligations permitted by this Agreement if so long as such restrictions or 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 provision in leases restricting the assignment thereof.

Restrictive Agreements. The Borrower No Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary Guarantor of its Subsidiaries to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 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 Company will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist into any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock the Company or other Subsidiaries or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiaries; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law or by this Agreement or as otherwise approved Agreement, (b) restrictions imposed by the Administrative AgentSenior Notes and the Bridge Credit Agreement, (iic) restrictions existing on the foregoing shall date hereof identified on Schedule 6.05 (or to any extension, amendment, modification, renewal or replacement thereof not apply to customary expanding the scope of any such restriction or condition), (d) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such Subsidiary, (e) restrictions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and permitted by Section 6.02(e) (but shall apply to any amendment or modification expanding the scope of any such restriction), provided that such restrictions and conditions apply only to such Subsidiary, or (f) customary restrictions contained in agreements relating to the sale of a Subsidiary Guarantor or any assets pending such sale, provided sale to the extent that such restrictions and conditions apply only to the Subsidiary Guarantor that is or assets 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 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 restricting the assignment thereof.

Restrictive Agreements. The Neither the Borrower will not, and will not permit nor any of its Subsidiaries tosubsidiaries will, directly or indirectly, enter into, incur 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 Guarantor of its subsidiaries to create, incur or permit to exist any Lien upon on any Pool Property or of its assets to secure any Obligations incurred under the Equity Interests in the Borrower or such Subsidiary Guarantor, Loan Documents or (b) the ability of any Subsidiary Guarantor subsidiary of the Borrower to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Domestic Subsidiary Guarantor or to Guarantee Indebtedness the ability of the Borrower or any other Domestic Subsidiary Guarantorto Guarantee the Obligations incurred under the Loan Documents; provided provided, that (i1) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agent, any Loan Document and (iiB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to imposed by the sale of a Subsidiary Guarantor pending such saleNote Documents, provided as such restrictions and conditions apply only to are in effect on the Subsidiary Guarantor that is to be sold Closing Date, or by the Intercreditor Agreement, and such sale is permitted hereunder, (iii2) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement (other than the Permitted Note Facility) if such restrictions or conditions apply only to the property or assets securing such Indebtedness and or (ivB) clause (a) of the foregoing shall not apply to customary provisions in leases and other agreements restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor (other than a Guarantor) to directly or indirectly pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock to the Borrower or, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorBorrower; provided provided, that (i) the foregoing shall not apply to to: (i) restrictions and or conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to encumbrances or restrictions contained in, or conditions imposed existing by reason of, any agreement or instrument relating to secured Indebtedness any debt of, or Liens permitted by this Agreement if otherwise to, any Subsidiary at the time such restrictions Subsidiary was merged or conditions apply only to the property consolidated with or assets securing such Indebtedness into, or acquired by, Borrower or a Subsidiary or became a Subsidiary and was not created in contemplation thereof; (iv) clause restrictions contained in any agreement or instrument relating to Indebtedness of a Subsidiary which is not a Material Subsidiary permitted to be incurred by this Agreement; and (av) restrictions existing as of the foregoing shall not apply to customary provisions in leases restricting the assignment thereofClosing Date and described on Schedule 7.8.

Restrictive Agreements. The Borrower Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower Parent or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 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(a) Enter into any Indebtedness which: (i) contains any covenants more restrictive than the provisions of Articles VIII, IX and will not permit X, or (ii) contains any negative pledge on assets or restricts, limits or otherwise encumbers its ability to incur Liens on or with respect to any of its Subsidiaries toassets or properties other than the assets or properties securing such Indebtedness (other than (A) the Existing Notes (provided that such provisions may not be amended or modified to be more restrictive), directly (B) any Indebtedness incurred in accordance with Section 10.1(d) to refinance the Existing Notes (provided that such provisions may not be more restrictive than those contained in the Existing Notes) and (C) the U.S. Credit Facility (provided that such provisions shall not be amended or indirectly, enter into, incur modified except as permitted hereunder and thereunder)). (b) Enter into or permit to exist any agreement which impairs 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 Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) limits the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock the U.S. Borrower or to make or repay loans or advances to the U.S. Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantor; provided that than (i) the foregoing shall not apply to restrictions and conditions imposed by law Applicable Law or by this Agreement or as otherwise approved by the Administrative AgentLoan Documents, (ii) the foregoing shall not apply to legally enforceable restrictions and conditions which are permitted by clause (iii) of Section 6.1(n) and (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor or its assets pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary Guarantor 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 under this Agreement if such restrictions 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 restricting the assignment thereofAgreement.

Restrictive Agreements. The Borrower will not, and will not permit any of its the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantor, assets or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock equity securities or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary Guarantor; Subsidiary, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing this Section 5.10 shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets Property securing such Indebtedness and (iv) clause (a) of the foregoing this Section 5.10 shall not apply to customary provisions in leases restricting the assignment thereof.

Restrictive Agreements. The Borrower Such Obligor will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorRestrictive Agreement; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentLoan Documents, (ii) any agreement to which Borrower or any of its Subsidiaries is party on the foregoing shall not apply to date hereof, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Guarantor 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 or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and do not restrict the Obligations, the grant of security interest in the Collateral, or the exercise of remedies by the Lenders against the Borrower or the Collateral following an Event of Default, as contemplated by the Loan Documents, (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (vi) restrictions or conditions imposed by any agreement relating to Permitted Priority Debt or Permitted Cure Debt, provided that they do not restrict the Obligations, the grant of security interest in the Collateral, or the exercise of remedies by the Lenders against the Borrower or the Collateral following an Event of Default, as contemplated by the Loan Documents.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantor, assets or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorBorrower; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (ii) restrictions and conditions existing on the foregoing date hereof identified on Schedule 6.06 (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, hereunder and (iiiiv) (in the case of clause (a) of the foregoing shall not apply to above) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (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 of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool of its Property or the Equity Interests in the Borrower or such Subsidiary Guarantorother than Permitted Liens, or (b) the ability of any Subsidiary Guarantor to (i) pay dividends or other distributions with respect to any shares holders of its capital stock or to Equity Interests, (ii) make or repay loans or advances to the Borrower or any other Subsidiary Guarantor Subsidiary, or to Guarantee (iii) guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (iw) the foregoing shall does not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (iix) the foregoing shall does not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided if such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiy) clause (a) of the foregoing shall does not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Agreement, and (ivz) clause (a) of the foregoing shall does not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its 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 Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or assets in favor of the Equity Interests in Administrative Agent for the Borrower or such Subsidiary Guarantorbenefit of the Lenders to secure the Obligations, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of property or a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the property or Subsidiary Guarantor 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 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 thereof, and (v) clause (b) of the foregoing shall not apply to restrictions contained in documents governing Indebtedness permitted hereunder so long as such restrictions are no more restrictive to the Company and its Subsidiaries than the restrictions or covenants contained in this Agreement.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist into 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 Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock the Company or other Subsidiaries or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiaries; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law or by this Agreement or as otherwise approved Agreement, (b) restrictions imposed by the Administrative AgentSenior Notes or the Credit Agreement, (iic) restrictions existing on the foregoing shall date hereof identified on Schedule 6.05 (or to any extension, amendment, modification, renewal or replacement thereof not apply to customary expanding the scope of any such restriction or condition), (d) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such Subsidiary, (e) restrictions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and permitted by Section 6.02(e) (but shall apply to any amendment or modification expanding the scope of any such restriction), provided that such restrictions and conditions apply only to such Subsidiary, or (f) customary restrictions contained in agreements relating to the sale of a Subsidiary Guarantor or any assets pending such sale, provided sale to the extent that such restrictions and conditions apply only to the Subsidiary Guarantor that is or assets 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 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 restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower or any other Subsidiary Guarantoror to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, however, that (i) the foregoing shall not apply to restrictions and or conditions set forth in Schedule 7.7 or restrictions or conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 or Liens permitted by this Agreement if such restrictions or 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 restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower will not, and nor will not it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or assets to secure the Equity Interests in the Borrower or such Subsidiary GuarantorObligations, or (b) the ability of any Restricted Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorRestricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement Agreement, the Revolving Loan Documents or as otherwise approved by the Administrative Agent, Indenture (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements or any documents evidencing or relating to the sale issuance of a Subsidiary Guarantor pending such saleany permitted Senior Notes, provided such restrictions any Permitted Refinancing or any Revolving Debt), and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (ivB) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (C) restrictions with respect to Oil and Gas Interests that are not included in the most recent Reserve Report delivered to the Administrative Agent.

Restrictive Agreements. The Borrower will notNot, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (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 the Borrower will notnor Parent will, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing restrictions contained in this Section 7.8 shall not apply to (i) restrictions and conditions imposed by law or by this Agreement or as 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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (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 or conditions apply only to the property or assets securing such Indebtedness Indebtedness, or ownership interests in the obligors with respect to such Indebtedness, and (iv) solely with respect to clause (a) of the foregoing shall not apply to customary ), provisions in leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not ----------------------- permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (ai) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (bii) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock stock, partner or limited liability company interests, or other ownership interests, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or 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 Guarantorof the Borrower; provided provided, that (i) the foregoing shall not apply to (x) restrictions and or conditions imposed by law or by this Agreement, the 364-Day Credit Agreement or as otherwise approved by the Administrative AgentIndenture, (iiy) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (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 or and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (ivz) 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 of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower Parent or any other Subsidiary Guarantor or Subsidiary, to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary Guarantoror to transfer any of its property or assets to the Parent or any Subsidiary of the Parent; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law applicable Law or by this Agreement or as otherwise approved by the Administrative Agentany other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 Capital Lease Obligations permitted by this Agreement if so long as such restrictions or 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 provision in leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (ai) the ability of the Borrower or any Subsidiary Guarantor Group Member to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (bii) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor Group Member or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantor; provided that Group Member, except: (ia) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by Agreement; (b) restrictions and conditions existing on the Administrative Agent, date hereof identified on Schedule 6.09 (ii) the foregoing but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition); (c) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, ; and (iiid) clause (asolely with respect to paragraph (i) of the foregoing shall not apply to above) (i) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivii) 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 of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower or any other Subsidiary Guarantoror to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, however, that (i) the foregoing shall not apply to restrictions and or conditions set forth in Schedule 7.8 or restrictions or conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 or Liens permitted by under Section 7.1(c) of this Agreement if such restrictions or 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 restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower Loan Parties will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Loan Parties or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantor, assets or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Loan Parties or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Loan Parties or any other Subsidiary Guarantor; Subsidiary, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions 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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment or subleasing thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the any Borrower or any Subsidiary Guarantor Group Company to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor of its Subsidiaries or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantorof its Subsidiaries; provided that that: (i) the foregoing shall not apply to (x) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agent, related documentation and (iiy) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor any property pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary Guarantor property that is to be sold and such sale is permitted hereunder, under this Agreement; and (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 or conditions apply only to the property or assets securing such Indebtedness and (ivii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof or the property subject thereto.

Restrictive Agreements. The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries other Borrower Group Entity 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 any Borrower or any Subsidiary Guarantor Group Entity to create, incur or permit to exist any Lien upon any Pool Real Property or the Equity Interests in the any Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorGroup Entity; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentLoan Documents, (iib) the foregoing shall restrictions and conditions applicable solely to a Non-Borrowing Base Property or Equity Interests in a Subsidiary that is not apply a Loan Party which are contained in documents evidencing mortgage Indebtedness relating to such Non-Borrowing Base Property that is permitted hereunder, (c) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiid) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (e) provisions conditioning a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios so long as such provision does not generally prohibit the encumbrance of such Person’s assets or the encumbrance of specific assets.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 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 nor will not it permit any of its Subsidiaries Borrower Group Company 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 any Borrower or any Subsidiary Guarantor Group Company to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor Borrower Group Company to pay dividends or other distributions with respect to any shares of its capital stock or the ability of any Borrower Group Company to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor of its respective Subsidiaries or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantorof its respective Subsidiaries; provided that that: (i) the foregoing shall not apply to to: (A) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentrelated documentation, or (iiB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor any property pending such sale, ; provided that such - 112 -#4921-3226-4509v1#4921-3226-4509v7 restrictions and conditions apply only to the Subsidiary Guarantor property 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 under this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Agreement; and (ivii) clause paragraph (a) of the foregoing shall not apply to customary provisions in leases Asset Leases or Loan Assets and other contracts restricting the assignment thereofthereof or the property subject thereto.

Restrictive Agreements. The Borrower Holding Company will not, and nor will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (ai) the ability of the Borrower Holding Company to create, incur or permit to exist any Lien upon the Collateral (as defined in the Security Agreement) owned by the Holding Company as provided herein and in the Security Agreement, (ii) the ability of any Designated SBG Subsidiary or any Subsidiary Guarantor of its Subsidiaries to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantor, assets or (biii) the ability of any Subsidiary Guarantor of any Designated SBG Subsidiary to pay dividends or other distributions to such Designated SBG Subsidiary with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor ownership interests or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantorof the Borrower or the ability of any Designated SBG Subsidiary or any of its Subsidiaries to make loans or advances to the Borrower or any Subsidiary of the Borrower or to Guarantee Indebtedness of the Borrower or any Subsidiary of the Borrower; provided that (i) the foregoing clauses (ii) and (iii) shall not apply to (x) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agent, Loan Documents and (iiy) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided sale (so long as such restrictions and conditions apply only to the Subsidiary Guarantor Person that is to be sold and such sale is permitted hereunder, (iii) clause (a) of under the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereofLoan Documents).

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares holders of its capital stock Capital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 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 of its Subsidiaries toNo Cablevisión Group 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 (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) on the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness Debt of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) restrictions and conditions existing on the foregoing date hereof and identified on Schedule 6.10 (but shall not apply to any amendment or modification expanding the scope of any such restriction or condition), (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) any restrictions and conditions contained in agreements of any Person that becomes a Subsidiary after the date hereof, provided that such agreements were not entered into in contemplation of such Person’s becoming a Subsidiary at the time such Person entered into by any Subsidiary of the foregoing shall not apply to Borrower acquired by the Borrower after the Effective Date, (v) restrictions or and conditions imposed by any agreement relating to secured Indebtedness or Liens Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Debt and (ivvi) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment or subletting thereof.

Restrictive Agreements. The Borrower Sponsor will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Sponsor or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower Sponsor or any other Subsidiary, to Guaranty Indebtedness of the Sponsor or any other Subsidiary Guarantor or to Guarantee Indebtedness transfer any of its property or assets to the Sponsor or any Subsidiary of the Borrower or any other Subsidiary GuarantorSponsor; provided provided, however, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 or Liens permitted by under Section 6.14 of this Agreement if such restrictions or 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 restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Restricted Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Restricted Subsidiary Guarantor or to Guarantee Guaranty Indebtedness of the Borrower Company or any other Subsidiary GuarantorRestricted Subsidiary; provided that (i) the foregoing shall not apply to prohibitions, restrictions and conditions (x) imposed by law or by this Agreement (y) contained in the organizational documents of the Joint Venture and its Subsidiaries (including their respective operating, management or partnership agreements, as otherwise approved by applicable) to the Administrative Agentextent that such prohibition, restriction or condition applies only to the property, assets or Equity Interests of, or dividends, distributions, loans, advances, repayments or guarantees by, the Joint Venture and its Subsidiaries, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.8 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), or (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary Guarantor 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 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 restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets, revenues or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of the Borrower or any Subsidiary Guarantor to guarantee the Obligations or otherwise be a Loan Party pursuant to the Loan Documents or (c) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantoror to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, however, that (i) the foregoing shall not apply to restrictions and or conditions set forth in Schedule 8.7 or restrictions or conditions imposed by law or by this Agreement or as otherwise approved by any other Loan Document or the Administrative AgentSenior Note Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, ; provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, hereunder and (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 hereby if such restrictions or 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 restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Neither the Borrower will notnor Parent will, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing restrictions contained in this Section 7.8 shall not apply to (i) restrictions and conditions imposed by law or by this Agreement or as 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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (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 or conditions apply only to the property or assets securing such Indebtedness Indebtedness, or ownership interests in the obligors with respect to such Indebtedness, and (iv) solely with respect to clause (a) of the foregoing shall not apply to customary ), provisions in leases restricting the assignment thereof.. 116430174v7 62

Restrictive Agreements. The Borrower No Obligor will, nor will not, and will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (ai) the ability of the Borrower such Obligor or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or assets in favor of the Equity Interests in the Borrower or such Subsidiary GuarantorLender, or (bii) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower any Obligor or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower any Obligor or any other Subsidiary GuarantorSubsidiary; provided that that: (ia) the foregoing shall not apply to (1) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agent, and (ii2) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to existing on the sale of a Subsidiary Guarantor pending date hereof identified on Schedule 8.11 (or any extension or renewal of, or any amendment or modification of, any such sale, provided such restrictions and conditions apply only to restriction or condition that does not expand the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, scope thereof); and (iiib) clause (ai) of the foregoing shall not apply to (1) restrictions or conditions imposed by any agreement relating to secured purchase money Indebtedness or Liens Capital Leases permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and purchase money Indebtedness, (iv2) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (3) executory covenants between signing and closing under an agreement related to sales of property permitted hereunder.

Restrictive Agreements. The Borrower No Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary Guarantor of its Subsidiaries to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Guaranteeguaranteed Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 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 of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any such Restricted Subsidiary Guarantor to declare or pay dividends or other distributions with respect to any shares holders of its capital stock or equity interests, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Restricted Subsidiary, to Guarantee Indebtedness guarantee Debt of the Borrower or any other such Restricted Subsidiary Guarantoror to transfer any of its property or assets to the Borrower or any such Restricted Subsidiary; provided provided, that (iA) the foregoing shall not apply to restrictions and or conditions imposed by law or by law, this Agreement or any other Loan Document, the Note Agreements, the Indenture (in the case of the Note Agreements and the Indenture, as otherwise approved by in effect on the Administrative Agentdate hereof), any Hybrid Securities, or to the extent such restrictions or conditions apply only to the Marketing Entities, the Marketing Loan Documents, and (iiB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a any Restricted Subsidiary Guarantor of the Borrower pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary Guarantor 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 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 restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and nor will not it permit any of its Subsidiaries other Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor other Loan Party to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor of Borrower to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor of Borrower or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantorof its Subsidiaries; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement any Loan Document or as otherwise approved by the Administrative Agent, any permitted refinancing thereof (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of an asset or a Subsidiary Guarantor pending such sale, provided such which sale is otherwise permitted hereunder (iii) customary restrictions and conditions apply only provisions in joint venture agreements and other similar agreements applicable to joint ventures to the Subsidiary Guarantor that is to be sold and extent such sale is joint ventures are 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 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 commercial agreements arising in the ordinary course of business and restricting the assignment thereof.leases, subleases, licenses, or sublicenses,

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions Distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the Effective Date 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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or Subsidiary, to Guarantee Indebtedness of the Borrower Company or any other Subsidiary Guarantoror to transfer any of its property or assets to the Company or any Subsidiary of the Company; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement, the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Synthetic Lease Documents, the Industrial Revenue Bonds, the RBC Agreement or as otherwise approved by the Administrative AgentExisting Note Purchase Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 or and 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 restricting the assignment thereof.

Restrictive Agreements. The Borrower On and after the Amendment No. 1 Effective Date until the occurrence of the Fall-Away Event, theThe Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock property or assets to make or repay loans or advances to secure the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSecured Obligations; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany 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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (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 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 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 and (vi) solely with respect to the requirement to grant Indenture Ratable Liens, the provisions of the Roadway Bond Indenture and the USF Bond Indenture.

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

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (ii) restrictions and conditions existing as of the foregoing date hereof in the Amended Senior Secured Credit Facilities (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiiv) (in the case of clause (a) of the foregoing shall not apply to above) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (v) restrictions or conditions imposed by any agreement relating to any collateral securing Indebtedness permitted by this Agreement.

Restrictive Agreements. The Borrower Such Obligor will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or Restrictive Agreement other arrangement that prohibits, restricts or imposes any condition upon than (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantor; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (iib) restrictions and conditions imposed by any agreement providing Permitted Priority Debt, (c) restrictions and conditions imposed by any agreement providing secured Permitted Indebtedness permitted under Section 9.01(h), to the foregoing shall not extent that such restrictions and conditions apply only to the property or assets securing such Permitted Indebtedness, (d) Restrictive Agreements listed on Schedule 7.15, (e) customary provisions in joint venture agreements, provided such restrictive provisions apply solely to such joint venture entered into in the ordinary course of business, (f) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor assets or Equity Interests pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor assets or Equity Interests that is are to be sold and such sale is otherwise permitted hereunder, (iiig) clause any stockholder agreement, charter, by laws or other organizational documents of Borrower or any Subsidiary as in effect on the Closing Date, (ah) of the foregoing shall not apply limitations associated with Permitted Liens, and (i) agreements related to restrictions Permitted Value-Based Care Business Transactions, provided that such restrictions, conditions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions limitations apply only to the assets, property or assets securing and Persons subject to such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereofPermitted Value-Based Care Business Transaction.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantor, assets or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided that such restrictions and conditions apply only to the assets or Subsidiary Guarantor 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 or Liens permitted by under this Agreement if such restrictions 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 or licenses restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that except: (ia) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by Agreement; (b) restrictions and conditions existing on the Administrative Agent, date hereof identified on Schedule 7.09 (ii) the foregoing but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition); (c) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, ; and (iiid) clause (with respect to paragraph (a) of the foregoing shall not apply to above) (i) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivii) 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 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 Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any asset sale pending such sale, provided such restrictions and conditions apply only to such assets and such sale is permitted hereunder and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthere.

Restrictive Agreements. The Borrower will not, and will not permit No Loan Party shall agree to any of its Subsidiaries to, directly restriction or indirectly, enter into, incur or permit to exist any agreement or limitation (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 Pool Property than as set forth in this Agreement or the Equity Interests in other Credit Documents) on the Borrower making of Distributions (other than Distributions by the Parent) or such Subsidiary Guarantor, or (b) the ability transferring of assets from any Subsidiary Guarantor Loan Party to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantoranother Loan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentlaw, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 5.02(n), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor or any assets pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary Guarantor or assets that is or are 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 or Liens permitted by this Agreement if such restrictions 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 thereofassignments thereof and (vi) the foregoing shall not apply to restrictions and conditions that are applicable solely to Excluded Subsidiaries or Foreign Subsidiaries that are not Loan Parties.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets, revenues or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of any Subsidiary Guarantor to guarantee the Obligations or otherwise be a Loan Party pursuant to the Loan Documents or (c) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower or any other Subsidiary Guarantoror to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, however, that (i) the foregoing shall not apply to restrictions and or conditions set forth in Schedule 8.7 or restrictions or conditions imposed by law or by this Agreement or as otherwise approved by any other Loan Document or the Administrative AgentSenior Note Purchase Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, CHAR1\1185130v10 provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, hereunder and (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 hereby if such restrictions or 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 restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower a Loan Party or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower any Loan Party or any other Subsidiary Guarantor or to Guarantee Indebtedness of the a Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing restrictions contained in this Section 6.08 shall not apply to (i) restrictions and conditions imposed by law or by this Agreement or as 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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (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 or conditions apply only to the property or assets securing such Indebtedness Indebtedness, or ownership interests in the obligors with respect to such Indebtedness, and (iv) solely with respect to clause (a) of the foregoing shall not apply to customary ), provisions in leases restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary Guarantor of its Subsidiaries to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor of the Company to pay dividends or other distributions with respect to any shares holders of its capital stock equity interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor of its Subsidiaries or to Guarantee guarantee Indebtedness of the Borrower Company or any other Subsidiary Guarantorof its Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a any Subsidiary Guarantor of the Company pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (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 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 Company will not, and will ---------------------- not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary GuarantorSubsidiary; provided that except: (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agent, Agreement; (ii) restrictions and conditions existing on the foregoing date hereof identified on Schedule 7.09 (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition); (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, ; and (iiiiv) (with respect to clause (a) of the foregoing shall not apply to above) (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivy) clause (a) of the foregoing 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 of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Parent or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as 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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (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 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 restricting the assignment thereof.

Restrictive Agreements. The With the exception of any prohibition arising under the Revolving Loan Documents, the Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 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 restricting the assignment thereof.

Restrictive Agreements. The Borrower will shall not, and will shall not ---------------------- permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any contract, agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of (a) the ability of the Borrower or any such Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantor, assets or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions distributions, including, without limitation, Capital Distributions with respect to any shares of its capital stock issued and outstanding equity interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor Company, or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorCompany; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement any Loan Document; or as 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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iii) clause . Clause (a) of the foregoing shall not apply to (i) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness; or (ivii) 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 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 Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or assets securing the Equity Interests in the Borrower or such Subsidiary GuarantorObligations, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 (A) secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or (B) Indebtedness permitted under Section 6.01(g), (i), (j), (k), or (l) 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 Company will not, and will not permit any of its the 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 Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any such Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrower Company or any other such Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Company or any other such Subsidiary Guarantoror to grant Liens to secure the Obligations (except for any agreement or arrangement with respect to the assets subject to the Liens permitted by Section 6.02(d) and Section 6.02(e)); provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, or (iii) clause restrictions and conditions existing on the date hereof identified on Schedule 6.07 (a) of the foregoing but shall not apply to restrictions any extension or conditions imposed by renewal of, or any agreement relating to secured Indebtedness amendment or Liens permitted by this Agreement if modification expanding the scope of, any such restrictions restriction or conditions apply only to the property or assets securing such Indebtedness condition) and (iv) clause (a) from and after the date of the foregoing shall not apply Santa Fe Acquisition restrictions and conditions contained in the agreement pursuant to customary provisions which the Santa Fe First Mortgage Notes were issued and in leases restricting the assignment thereofSanta Fe Revolving Credit Facility.

Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions Distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets, revenues or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of the Borrower or any Subsidiary Guarantor to guarantee the Obligations or otherwise be a Loan Party pursuant to the Loan Documents or (c) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantoror to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, however, that (i) the foregoing shall not apply to restrictions and or conditions set forth in Schedule 8.7 or restrictions or conditions imposed by law or by this Agreement or as otherwise approved by any other Loan Document or the Administrative AgentSenior Note Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, hereunder and (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 hereby if such restrictions or 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 restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets (other than as permitted under Section 6.02), or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law any Requirement of Law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (iiB) restrictions and conditions existing on the foregoing shall date hereof identified on Schedule 6.10 and any amendments or modifications thereof that do not apply to materially expand the scope of any such restriction or condition taken as a whole, (C) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiD) clause (a) of the foregoing shall not apply to customary restrictions or conditions imposed by contained in any agreement relating to secured Indebtedness or Liens the disposition of any property permitted by this Agreement if such restrictions 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 restricting the assignment thereof.Section

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) other than in connection with the SmartFinancial Merger and the Merger Agreement, the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Subsidiary, to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary Guarantoror to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agentany other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 or Liens permitted by this Agreement if such restrictions 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 restricting the assignment thereof.

Restrictive Agreements. The Borrower Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement 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 Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or equity interest, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Subsidiary, to Guarantee Indebtedness the Obligations of the Borrower or any other Subsidiary Guarantoror 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 and or conditions imposed by law or law, by this Agreement Agreement, any other Loan Document (including the Intercreditor Agreement) or the ABL Facility (and related documents) as otherwise approved by in effect on the Administrative AgentClosing Date, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 or 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 and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement 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 Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any such Restricted Subsidiary Guarantor to declare or pay dividends or other distributions with respect to any shares of its capital stock or equity holders, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Restricted Subsidiary, to Guarantee guarantee Indebtedness of the Borrower or any other such Restricted Subsidiary Guarantoror to transfer any of its property or assets to the Borrower or any such Restricted Subsidiary; provided provided, that (iA) the foregoing shall not apply to restrictions and or conditions imposed by law or by law, this Agreement or any other Loan Document, the Revolving Credit Agreement, the Note Agreements or the Indenture (in the case of the Note Agreement and the Indenture, as otherwise approved by in effect on the Administrative Agentdate hereof), and (iiB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a any Restricted Subsidiary Guarantor of the Borrower pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary Guarantor 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 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 restricting the assignment thereof.

Restrictive Agreements. The Borrower will not, and will not ------------------------ permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (ai) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (bii) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock stock, partner or limited liability company interests, or other ownership interests, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or 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 Guarantorof the Borrower; provided provided, that (i) the --------- foregoing shall not apply to (x) restrictions and or conditions imposed by law or by this Agreement, the 3-Year Credit Agreement or as otherwise approved by the Administrative AgentIndenture, (iiy) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (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 or and conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (ivz) 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 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 Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Restricted Subsidiary Guarantor to (a) make Restricted Payments, including, without limitation, to pay dividends or other distributions with in respect to of any shares Equity Interests of its capital stock or to such Restricted Subsidiary, (b) make or repay loans or advances to the Borrower or any other Subsidiary Guarantor Restricted Subsidiary, or to (c) Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorRestricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (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 Restricted Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary Guarantor 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 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 restricting the assignment thereof.

Restrictive Agreements. The Borrower Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets to secure, or provide any Guarantee in respect of, the Equity Interests in the Borrower or such Subsidiary Guarantor, Obligations or (b) the ability of any Subsidiary Guarantor of its Subsidiaries to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorParent; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this Agreement any Loan Document, (B) restrictions and conditions existing on the Closing Date identified in writing to the Administrative Agent (but shall apply to any amendment or modification unless not materially expanding the scope of any such restrictions or conditions (as otherwise approved determined by the Administrative AgentBorrower in good faith)), (iiC) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiD) clause restrictions and conditions arising under Financial Indebtedness permitted under Section 6.1(b) as in effect on the Closing Date, and (aE) in the case of the foregoing shall 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 related joint venture or Liens permitted by this Agreement if similar agreement, provided that such restrictions or and conditions apply only to the property or assets securing such Indebtedness Subsidiary and (iv) clause (a) of the foregoing shall not apply to customary provisions any Equity Interests in leases restricting the assignment thereofsuch Subsidiary.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that that: (i) the foregoing shall not apply to (x) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (iiy) restrictions and conditions existing on the foregoing date hereof identified on Schedule 3 (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) and (z) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, ; and (iiiii) clause (a) of the foregoing shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivy) 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 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 Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary GuarantorSubsidiary; provided that (i) -------- the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (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 of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the any Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor Borrower to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the any other Borrower or to guarantee Indebtedness of any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorBorrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement the Loan Documents or as otherwise approved by the Administrative AgentSecond Lien Loan Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 7.14 (but shall apply to any extension or renewal of any such restriction, or any amendment or modification of any such restriction or condition making such restriction or condition more restrictive), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor or assets or stock pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor or assets or stock 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 or Liens permitted by this Agreement if such restrictions 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 No Entity Loan Party will, or will not, and will not permit any of its the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Entity Loan Party or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantor, assets or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock equity securities or to make or repay loans or advances to the Borrower such Entity Loan Party or any other Subsidiary Guarantor or to Guarantee guarantee Indebtedness of the Borrower such Entity Loan Party or any other Subsidiary Guarantor; Subsidiary, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentLoan Documents, and (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets Property securing such Indebtedness and (ivv) clause (a) of the foregoing this Section shall not apply to customary provisions in leases restricting the assignment thereof.

Restrictive Agreements. The Borrower Company will not, and will not ---------------------- permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Company or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary GuarantorSubsidiary; provided that except: (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative Agent, Agreement; (ii) restrictions and conditions existing on the foregoing date hereof identified on Schedule 7.09 (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition); (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, ; and (iiiiv) (with respect to clause (a) of the foregoing shall not apply to above) (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivy) 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 of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its assets or the Equity Interests in the Borrower properties, whether now owned or such Subsidiary Guarantorhereafter acquired, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantoror to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement, the 364-Day Credit Agreement, the Credit Services Credit Agreement, the Prudential Agreement or as otherwise approved by Synthetic Leases existing on the Administrative AgentClosing Date or Synthetic Leases entered into thereafter with substantially similar terms and, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is 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 or and conditions apply only to the property or assets securing such Indebtedness and (iviii) 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 of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (ai) the ability of the Borrower or any Restricted Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property or of its assets to secure the Equity Interests in the Borrower or such Subsidiary Guarantor, Obligations or (bii) the ability of any Restricted Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorObligations; provided that (ix) the foregoing shall not apply to (A) restrictions and conditions imposed by law Requirements of Law or by this Agreement or as otherwise approved by the Administrative Agentany Loan Document, (iiB) restrictions and conditions existing on the foregoing Closing Date identified on Schedule 7.03(j) (but shall not apply to any amendment or modification), (C) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (iiiD) clause (a) in the case of the foregoing shall any Restricted Subsidiary that is not apply to a wholly owned Restricted Subsidiary, restrictions or and conditions imposed by its organizational documents or any agreement relating to secured Indebtedness related joint venture or Liens permitted by this Agreement if similar agreement, provided that such restrictions or and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary, (E) restrictions and conditions set forth in the property or assets securing such Indebtedness Senior Notes Indentures, documents in connection with Permitted Debt and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.permitted 120 #98412540v7

Restrictive Agreements. The Borrower will Obligors shall not, and will shall not permit any of its the other 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 any member of the Borrower or any Subsidiary Guarantor Chemco Group to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor of the Borrowers to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower Borrowers or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Borrowers or any other Subsidiary GuarantorSubsidiary; provided that that: (i) the foregoing shall not apply to (y) restrictions and conditions imposed by law or this Agreement, or by this Agreement any Capital Lease Obligations or as otherwise approved by purchase money security interest permitted hereunder solely with respect to the Administrative Agentproperty subject to such Capital Lease Obligations or purchase money security interest, and (iiz) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, ; and (iiiii) clause (a) of the foregoing shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivy) 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 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 Guarantor to create, incur or permit to exist any Lien upon any Pool UAP Property or the Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantor; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as 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 Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, (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 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 restricting the assignment thereof.

Restrictive Agreements. The Borrower Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property or the Equity Interests in the Borrower or such Subsidiary Guarantorof its property, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary GuarantorSubsidiary; provided that that: (i) the foregoing shall not apply to (w) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (iix) restrictions and conditions existing on the foregoing date hereof identified on Schedule III (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (y) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, hereunder and (iiiz) restrictions and conditions agreed to by any Securitization Subsidiary that are applicable to such Securitization Subsidiary and its assets; and (ii) clause (a) of the foregoing shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivy) 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 nor will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any Pool Property of its property or the Equity Interests in the Borrower or such Subsidiary Guarantorassets, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary GuarantorSubsidiary; provided that that: (i) the foregoing shall not apply to (x) restrictions and conditions imposed by law or by this Agreement or as otherwise approved by the Administrative AgentAgreement, (iiy) other restrictions and conditions existing on the foregoing date hereof identified on Schedule 7.07 (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) and (z) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary Guarantor that is to be sold and such sale is permitted hereunder, ; and (iiiii) clause (a) of the foregoing shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ivy) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.