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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is 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 other Credit Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the US Borrower or any other Subsidiaryof its Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Applicable Law or by this Agreement, 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 Person or asset pending such sale, provided such restrictions and conditions apply only sale solely to the Subsidiary 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 nor will not it permit any of its Subsidiaries Subsidiary 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 to the Disclosure Letter (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 or assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (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 the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary 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 or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiaries; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law or by this Agreement, (iib) restrictions imposed by the foregoing shall Senior Notes or the Credit Agreement, (c) restrictions existing on the 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 or any assets pending such sale, provided sale to the extent that such restrictions and conditions apply only to the Subsidiary 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (or any amendment or modification thereof not expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (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 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 of its subsidiaries to create, incur or permit to exist any Lien upon on any of its property or assets, assets to secure any Obligations incurred under the Loan Documents or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness the ability of the Borrower or any other SubsidiaryDomestic Subsidiary to 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, 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 pending such saleNote Documents, provided as such restrictions and conditions apply only to are in effect on the Subsidiary 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 to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; thereof, provided that (ia) the foregoing shall not apply to restrictions and conditions imposed by law or law, by this Agreement, by the Other Credit Agreement, or by any other loan or credit agreement containing such restrictions and conditions that are no more onerous than the restrictions 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 of the Borrower pending such sale, provided that such restrictions and conditions apply only to the such Subsidiary 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 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 to create, incur or permit to exist any Lien securing Obligations or any refinancing thereof upon any of its property or assetsassets actually owned by it, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany 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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 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 of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) limits the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that than (i) the foregoing shall not apply to restrictions and conditions imposed by law Applicable Law or by this Agreementthe Loan 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 or its assets pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 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 to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, the Revolving Loan Documents or the 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 pending such saleany permitted Senior Notes, provided such restrictions any Permitted Refinancing or any Revolving Debt), and conditions apply only to the Subsidiary 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.06 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (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 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 of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law Law or by this Agreement, (iib) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is 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 to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other SubsidiaryBorrower; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement, (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 pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary (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 or to Guarantee Indebtedness of the Borrower or any other SubsidiaryBorrower; provided provided, that (i) the foregoing shall not apply to to: (i) restrictions and or conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary, 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 Agreementany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) 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 Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law Law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; 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 AgreementAgreement 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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions 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 to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsReal Estate Properties, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is 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 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 to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of the Administrative Agent for the benefit of the Lenders to secure the Obligations, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of property or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the property or Subsidiary that is to be sold and such sale is permitted hereunder, (iii) 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 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 to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Subsidiary or Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower or any other SubsidiarySubsidiary or 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 AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower Parent or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 notEnter into, and will not incur or permit to exist, or permit any of its Subsidiaries Material Subsidiary to, directly or indirectly, enter into, incur or permit to exist exist, directly or indirectly, any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Material 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 any Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness transfer any of the its property or assets to any Borrower or any other SubsidiaryRestricted Subsidiary (each, a “Restrictive Covenant”); provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed (x) by law Law, (y) by this Agreement or any other Loan Document, or (z) by the Term Loan Agreement or any amendment, restatement, modification, replacement or refinancing thereof, or any other agreement or instrument governing Debt permitted to be incurred and outstanding hereunder, in each case so long as any such Restrictive Covenant is not materially more restrictive than the equivalent covenant under this Agreement, and (ii) the foregoing shall not apply to customary restrictions and conditions contained in (x) agreements relating to the sale of a Material Subsidiary pending such sale, provided such restrictions and conditions apply only to the Material Subsidiary that is to be sold and such sale is permitted not prohibited hereunder, (iiiy) clause (a) of the foregoing shall not apply Debt secured by a Lien permitted to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement be incurred hereunder if such restrictions or and conditions apply only to the property or assets securing such Indebtedness and Debt, or (ivz) clause (a) agreements existing with respect to any Person or assets at the time such Person or assets are acquired not created in contemplation of the foregoing shall not apply to customary provisions in leases restricting the assignment thereofsuch acquisition.

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 such Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, 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 or to Guarantee Indebtedness of the Borrower or any other SubsidiaryBorrower; 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, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.07 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiaries; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law or by this Agreement, (iib) restrictions imposed by the foregoing shall Senior Notes and the Bridge Credit Agreement, (c) restrictions existing on the 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 or any assets pending such sale, provided sale to the extent that such restrictions and conditions apply only to the Subsidiary 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 No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the any Borrower or any other Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Section 6.10 of the Disclosure Certificate (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (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 (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 to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary or Restricted Subsidiary, to Guarantee Indebtedness of the Borrower or any other SubsidiaryRestricted Subsidiary or 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 AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee incur Suretyship Liabilities in respect of Indebtedness of the Borrower Lessee or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this AgreementAgreement and the other 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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other SubsidiaryRestrictive Agreement; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreementthe Loan 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 pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of 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 Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsProperty other than Permitted Liens, or (b) the ability of any Subsidiary 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 Subsidiary, or to Guarantee (iii) guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (iw) the foregoing shall does not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (iix) the foregoing shall does not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided if such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiy) clause (a) 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 will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (ai) the ability of the Borrower or any Subsidiary Companies to create, incur or permit to exist any Lien upon any of its property or assetsthe Collateral (other than Permitted Liens), or (bii) the ability of any Subsidiary Company (other than an Immaterial Company) 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 Companies or any other Subsidiary or to Guarantee guaranty Indebtedness of the Borrower a Company or any other Subsidiary; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this Agreementany Loan Document, (iiB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Company pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Company that is to be sold and such sale is permitted hereunder, (iiiC) clause (ai) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens Capitalized Lease Obligations permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or Capitalized Lease Obligations and (ivD) clause (ai) 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) except for restrictions in certain limited partnership agreements on the ability of a partner to transfer partnership interests for the Subsidiaries set forth on Schedule 7.8, the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement, any other Loan Document or the Private Placement Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any such Restricted Subsidiary 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 or Restricted Subsidiary, to Guarantee guarantee Indebtedness of the Borrower or any other such Restricted Subsidiary or 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 law, this Agreement or by this any other Loan Document, the Bridge Loan Agreement, the Note Agreements or the Indenture (iiin the case of the Note Agreements and the Indenture, as in effect on the date hereof), and (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a any Restricted Subsidiary of the Borrower pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; 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 AgreementAgreement 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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions 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 nor 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 to create, incur or permit to exist any Lien upon any of its property or assetsassets other than Permitted Encumbrances, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is 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 and Holdings will not, not and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary member of Holdings Group to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary 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 Borrower Subsidiary or to Guarantee Indebtedness of the Borrower or any Borrower Subsidiary or to transfer assets to or engage in any other transaction with the Borrower or any Borrower Subsidiary; provided that , except (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) restrictions and conditions imposed under the foregoing shall not apply to Senior Subordinated Note Indenture or the Discount Debenture Indenture, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Borrower Subsidiary pending such sale, provided if such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions upon the creation, incurrence or existence of a Lien that are imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions 86 92 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 Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, revenues or properties, whether now owned or hereafter acquired, (b) the ability of the Borrower or any Subsidiary to guarantee the Obligations or otherwise be a Loan Party pursuant to the Loan Documents or (bc) 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 or Subsidiary, to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary or 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 AgreementAgreement or any other Loan Document or the Senior Note Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or make Restricted Payments to, to make or repay loans or advances to, or to transfer assets to, the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other SubsidiaryBorrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Credit Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 Such Obligor will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist be a party to, any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other SubsidiaryRestrictive Agreement; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreementthe Loan Documents, (ii) any agreement to which Borrower or any of its Subsidiaries is party on the foregoing shall not apply date hereof and listed on Schedule 7.15 to the Disclosure Letter, (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Permitted Priority Debt or Liens permitted 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 this Agreement if such restrictions the Lenders against Borrower or conditions apply only the Collateral following an Event of Default, as contemplated by the Loan Documents (but subject to the property or assets securing such Indebtedness any applicable Intercreditor Agreement); and (ivv) clause (a) of the foregoing shall not apply to customary net worth provisions or similar financial maintenance provisions contained in leases restricting the assignment thereofany agreement entered into by a Subsidiary.

Restrictive Agreements. The Neither the Parent nor Borrower will, nor will not, and will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; 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 AgreementAgreement 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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing or being financed with such Indebtedness, or ownership interests in the obligors with respect to such Indebtedness (to the extent they are not also obligors hereunder), 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 No Borrower will, nor will not, and will not any Borrower 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 any Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary of any Borrower 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 any Borrower or any other Restricted Subsidiary or of a Borrower, to Guarantee Indebtedness of the any Borrower or any other SubsidiaryRestricted Subsidiary of a Borrower or to transfer any of its property or assets to any Borrower or any Restricted Subsidiary of a Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 thereof.

Restrictive Agreements. The Borrower Loan Parties will not, not and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Loan Parties or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions identified on Schedule 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (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 Neither the Parent nor any Borrower will, nor will not, and will not it permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the a Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 a Borrower or any other Subsidiary or to Guarantee Indebtedness of the a Borrower or any other Subsidiary; 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 AgreementAgreement 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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing or being financed with such Indebtedness, or ownership interests in the obligors with respect to such Indebtedness (to the extent they are not also obligors hereunder), 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 Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower Company or any other Subsidiary, to Guarantee Indebtedness of the Company or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Company or any Subsidiary of the Borrower or any other SubsidiaryCompany; 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 the Existing Note Purchase Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) assets to secure the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other SubsidiarySecured Obligations; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) 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 No Entity Loan Party will, or 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 such Entity Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, Property or (b) the ability of any Subsidiary 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 or to Guarantee guarantee Indebtedness of the Borrower such Entity Loan Party or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirements of Law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing 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 (iv) clause (a) of the foregoing this Section 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 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 or any Loan Party to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary or any Loan Party to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement, (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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) (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 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 of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Guaranteeguaranteed Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower Parent or any other Subsidiary, to Guarantee Indebtedness of the Parent or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Parent or any Subsidiary of the Borrower or any other SubsidiaryParent; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law applicable Law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) assets to secure the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other SubsidiarySecured Obligations; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) 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, (vi) solely with respect to the requirement to grant Indenture Ratable Liens, the provisions of the USF Bond Indenture and (vii) restrictions and conditions imposed by the Specified Pension Fund Deferral Transaction Documents.

Restrictive Agreements. The Borrower 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 to create, incur or permit to exist any Lien upon any of its property or assetsassets (other than as permitted under Section 6.02), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law any Requirement of Law or by this Agreementany 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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary 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 to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) other than in connection with the SmartFinancial Merger and the Merger Agreement, the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Subsidiary or Subsidiary, to Guarantee guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, 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 will not, and nor will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, by any Loan Document or by this Agreementany Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions and conditions existing on January 28, 2002 identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary 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 or to Guarantee Guaranty Indebtedness of the Borrower Company or any other Restricted 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 applicable) to the extent 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 pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 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 of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary of its Subsidiaries to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower a Loan Party or any other Subsidiary or thereof, to Guarantee Indebtedness of the Borrower a Loan Party or any other SubsidiarySubsidiary thereof or to transfer any of its property or assets to a Loan Party or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 Neither Borrower will not, and will not permit nor any of its Subsidiaries toRestricted Subsidiary shall, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the a Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of the Canadian Borrower or any Restricted 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 Company, the Canadian Borrower or any other Subsidiary or Restricted Subsidiary, to Guarantee guarantee Indebtedness of the a Borrower or any other Restricted Subsidiary or to transfer any of its property or assets to a Borrower or any Restricted Subsidiary; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this AgreementCredit Agreement or any other Credit Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement under Section 6.3(d) if such restrictions or and 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 restricting the assignment thereofthereof or (C) restrictions or conditions imposed by the Senior Note Indenture.

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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that except: (ia) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, ; (iib) 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); (c) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, ; 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary; provided that (i) -------- the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 Company nor any Borrower will, nor will not, and will not they 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 Company, any Borrower or any other Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 Borrower or any other Subsidiary or to Guarantee Indebtedness of the any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other SubsidiaryBorrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementthe Loan Documents or the Second 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 or assets or stock pending such sale, provided such restrictions and conditions apply only to the Subsidiary 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 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 to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (bii) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its 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 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 of the Borrower; provided provided, that (i) the foregoing shall not apply to (x) restrictions and or conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to 364-Day Credit Agreement or the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunderIndenture, (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 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 into, incur or permit to exist any agreement or other arrangement (other than the Loan Documents) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Borrower, and or any Subsidiary its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other SubsidiaryBorrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this AgreementAgreement 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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement Agreement, if such restrictions 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 (ai) the ability of the Borrower ▇▇▇▇▇▇ or any Subsidiary thereof to create, incur or permit to exist any Lien upon any of its property or assets, or (bii) the ability of any Subsidiary of ▇▇▇▇▇▇ 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 thereof or to Guarantee Indebtedness of the Borrower ▇▇▇▇▇▇ or any other SubsidiarySubsidiary thereof; provided that (iv) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (iiw) the foregoing shall not apply to restrictions and conditions existing on the date hereof and contained in the Senior Documents or otherwise identified on Schedule 8.2(h) (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (x) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiy) clause (ai) 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 (ivz) clause (ai) 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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) the foregoing shall not apply to restrictions or conditions imposed by the Summit Sale Documents.

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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any such Restricted Subsidiary to (i) declare or 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 or Restricted Subsidiary, to Guarantee Indebtedness guarantee Debt of the Borrower or any other such Restricted Subsidiary or (iii) transfer any of its property or assets to the Borrower or any such Restricted Subsidiary; provided provided, that (i) the foregoing shall not apply (A) to restrictions and or conditions imposed by law law, this Agreement or by any other Loan Document, the Note Agreements, the Indenture (in the case of the Note Agreements and the Indenture, as in effect on the date hereof), any Hybrid Securities, the Bridge Loan Documents (solely resulting from the Bridge Loan Documents containing provisions or restrictions substantially similar to provisions or restrictions contained in this Agreement), the Unitholder Agreement, 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 of the Borrower pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 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 to create, incur or permit to exist any Lien upon any of its property or assetsassets securing the Obligations, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to (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 will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon upon (a) the ability of the Borrower such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower any Loan Party or any other Subsidiary or to Guarantee Indebtedness of the Borrower any Loan Party or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 1.01(B) for Restricted Subsidiaries (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 Leases restricting the assignment thereof.

Restrictive Agreements. The Borrower will Parent Guarantor shall not, and will shall not permit any of its Subsidiaries Restricted Entity to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (other than this Agreement or any other Credit Document) that prohibits, restricts or imposes any condition upon (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of the Parent Guarantor or any Subsidiary to Guarantee the Debt of the Borrower or (iii) of the Parent Guarantor or any Subsidiary to create, incur incur, assume or permit suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit (A) any Lien upon negative pledge incurred or provided in favor of any holder of its Capital Lease obligations or Debt otherwise permitted hereunder solely to the extent (1) any such negative pledge applies to the property financed by or assets, the subject of such Debt and (2) such property is not Collateral at the time such negative pledge is incurred or provided for or (B) the negative pledges under the Senior Notes Indenture as the same are in effect on the date hereof and without giving effect to any amendments thereto after the date hereof; or (b) requires the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale grant of a Subsidiary pending Lien to secure an obligation of such sale, provided such restrictions and conditions apply only Person if a Lien is granted to secure the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions 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 thereofObligations.

Restrictive Agreements. The Borrower 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 Obligor or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 Obligor or any other Subsidiary or to Guarantee Indebtedness of the Borrower Obligor or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and contained in the Indenture or identified on Annex VI (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of its Subsidiaries 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 of its Subsidiaries or to Guarantee Indebtedness of the Borrower or any other Subsidiaryof its Subsidiaries; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this Agreementany of the Loan Documents, (iiB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of the Borrower pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, hereunder or (iiiC) 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 (ivii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.. 68 63

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 to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired except as provided for by the Pipeline Credit Agreement or the Viking Indenture, or (b) 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 or Subsidiary, to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any such Restricted Subsidiary 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 or Restricted Subsidiary, to Guarantee Indebtedness guarantee Debt of the Borrower or any other such Restricted Subsidiary or 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 law, this Agreement or by this Agreementany other Loan Document, the Note Agreements, the Indenture (iiin the case of the Note Agreements and the Indenture, as in effect on the date hereof), any Hybrid Securities, or to the extent such restrictions or conditions apply only to the Marketing Entities, the Marketing Loan Documents, and (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a any Restricted Subsidiary of the Borrower pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary 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 or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, and (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of 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 No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock equity interest or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany 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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) Collateral to secure the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other SubsidiarySecured Obligations; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this any Loan Document, the Senior Notes Documents, the Contribution Deferral Agreement, or a Permitted Receivables/ABL Facility, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or an asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or the asset, as applicable, that is to be sold and such sale is permitted hereunder, (iii) clause (a) 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 thereofassignment, lease, sublease, license or sublicense thereof (or otherwise restricts the granting of a Lien on the assets subject thereto), (v) customary provisions in joint venture agreements and similar agreements and applicable solely to such joint venture.

Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower such Loan Party or any such Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any such Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower any Loan Party or any other Subsidiary or to Guarantee Indebtedness of the Borrower any Loan Party or any other Subsidiary; provided that provided, that, (i) the foregoing shall not apply to restrictions and conditions imposed by law any Law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Closing Date and set forth on Schedule 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided so long as such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (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 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 to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower or any other Subsidiary or Subsidiary, to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Loan Document, the Existing Revolving Credit Agreement (or any replacement credit agreement) or the Note Purchase Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is 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 restricting the assignment 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 to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrower Sponsor or any other Subsidiary, to Guarantee Indebtedness of the Sponsor or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Sponsor or any Subsidiary of the Borrower or any other SubsidiarySponsor; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Transaction Document or the 2005 Note Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect No Loan Party shall agree to any shares restriction or limitation (other than as set forth in this Agreement or the other Credit Documents) on the making of its capital stock Distributions (other than Distributions by the Parent) or the transferring of assets from any Loan Party to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiaryanother Loan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementlaw, (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 or any assets pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, assets to secure the Obligations or (bii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other SubsidiaryObligations; provided that (ix) the foregoing shall not apply to (A) restrictions and conditions imposed by law Requirements of Law or by this Agreementany 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 pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiD) clause (a) 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 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 to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrower Sponsor or any other Subsidiary, to Guarantee Indebtedness of the Sponsor or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Sponsor or any Subsidiary of the Borrower or any other SubsidiarySponsor; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement, any other Transaction Document, the Note Agreements (or in any other note purchase agreement entered into in connection with any Private Placement Debt permitted to be incurred hereunder or any other indenture, note purchase agreement or loan agreement in connection with any permitted refinancing of the Note Agreements, so long as the restrictions and conditions in such other indenture, note purchase agreement or loan agreement are no more burdensome in any material respect than those imposed by the Note Agreements), (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions 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 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 to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (bii) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its 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 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 of the Borrower; provided provided, that (i) the --------- foregoing shall not apply to (x) restrictions and or conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to 3-Year Credit Agreement or the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunderIndenture, (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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary 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 Restricted Subsidiary, or to (c) Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (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 pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any such Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrower Company or any other such Subsidiary or to Guarantee Indebtedness of the Borrower Company or any other Subsidiarysuch Subsidiary or 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, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, 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 Except as set forth in SCHEDULE 6.10, the 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 to create, incur or permit to exist any Lien securing Obligations or any refinancing thereof upon any of its property or assetsassets actually owned by it, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower Company or any other Subsidiary; provided PROVIDED that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany 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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 No Borrower will notwill, 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 to create, incur or permit to exist any Lien upon any of its property assets or assetsProperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Equity Interests, to make or repay loans or advances to the any Borrower or any other Subsidiary, to guarantee Indebtedness of any Borrower or any other Subsidiary or to Guarantee Indebtedness transfer any of the its Property or assets to any Borrower or any other SubsidiarySubsidiary of any Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by (a) law, (b) the Kentucky IRB Documents as in effect on the Closing Date, (c)(i) this Agreement or any other Loan Documents, (ii) the Advantage Loan Documents, or (iii) the Kentucky NMTC Documents, in each case as in effect on the Closing Date or as amended to the extent permitted under the applicable intercreditor or subordination agreement related thereto, (d) customary provisions in leases and other contracts restricting the assignment thereof; or (e) restrictions or conditions imposed by any agreement relating to Indebtedness secured Indebtedness or Liens by a purchase money security interest permitted to be incurred 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 thereofIndebtedness.

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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that that: (i) the foregoing shall not apply to (x) restrictions and conditions imposed by law or by this Agreement, (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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, ; and (iiiii) 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 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 to create, incur or permit to exist any Lien upon any of its property assets to secure, or assetsprovide any Guarantee in respect of, the Obligations or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other SubsidiaryParent; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this Agreementany Loan Document, (iiB) restrictions and conditions existing on the foregoing Closing Date identified in writing to the Administrative Agent (but shall not apply to any amendment or modification unless not materially expanding the scope of any such restrictions or conditions (as determined by the Borrower in good faith)), (C) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiD) clause 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 Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, revenues or properties, whether now owned or hereafter acquired, (b) the ability of any Subsidiary to guarantee the Obligations or otherwise be a Loan Party pursuant to the Loan Documents or (bc) 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 or Subsidiary, to Guarantee Guaranty Indebtedness of the Borrower or any other SubsidiarySubsidiary or 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 any other Loan Document or the Senior Note Purchase Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, CHAR1\1185130v10 provided such restrictions and conditions apply only to the Subsidiary 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the a Borrower or any other Subsidiary; 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 AgreementAgreement 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 pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions 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 of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 of its Subsidiaries or to Guarantee guarantee Indebtedness of the Borrower Company or any other Subsidiaryof its Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a any Subsidiary of the Company pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 thereofthereof and (v) the foregoing shall not apply to restrictions or conditions imposed by the Summit Sale Documents.

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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee Indebtedness guarantee Debt of the Borrower Company or any other Subsidiary; provided provided, that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 10.15 (but shall apply to any extension or renewal, or any amendment or modification, expanding the scope of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Debt, and (ivv) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

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 of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, assets or (biii) the ability of any Subsidiary 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 ownership interests or to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary of 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, the Loan Documents and (iiy) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided sale (so long as such restrictions and conditions apply only to the Subsidiary 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary 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 or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness 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 to create, incur or permit to exist any Lien upon any of its property or assets, or (b) on the ability of any Subsidiary 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 or to Guarantee Indebtedness Debt of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreementany 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 pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iiiiv) clause (a) 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.