Common use of Inconsistent Agreements Clause in Contracts

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, The Borrower shall not and shall not permit any other Loan Party to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by the Borrower or any Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Loan Party Subsidiary from granting to the Administrative Agent and the Lenders, Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any Loan Party other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any Loan Partyother Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and the Lenders, Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary other Loan Party to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, Party other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and The Borrower shall not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by the Borrower or any Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Loan Party Subsidiary from granting to the Administrative Agent and the Lenders, Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any Loan Party other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any Loan Partyother Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company any Borrower hereunder or by the performance by any Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Borrower or any other Loan Party from granting to the Administrative Agent and the Lenders, Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary Loan Party to (i) pay dividends or make other distributions to the Company Australian Borrower or any other SubsidiaryLoan Party, or pay any Debt owed to the Company or any other SubsidiaryLoan Party, (ii) make loans or advances to any other Loan Party or (iii) transfer any of its assets or properties to any other Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt leases and licenses, in each case, permitted by this Agreement Agreement, if such restrictions or conditions apply only to the property or assets securing such Debt and or the property leased or licensed, (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document and (E) customary provisions in contracts for the disposition of any assets, but only to the extent that the restrictions in such contract apply to the assets or Subsidiary that is to be disposed of and such disposition is permitted by this Agreement.

Inconsistent Agreements. Not, and not permit any other Loan Party to, Not enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party or Subsidiary thereof to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company any Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets assets, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company any Borrower or any other Subsidiary, or pay any Debt owed to the Company any Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than than, in all cases (Abut solely to the extent also permitted under the Second Lien Loan Documents): (x) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (By) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (Cz) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party or any of their Subsidiaries to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party or any of its Subsidiaries from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (Aa) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (Bb) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (Cc) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party or its Subsidiaries to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan DocumentDocument in any material respect, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, Lenders a Lien on any of its assets assets, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and Debt, (C) customary provisions in leases and other contracts restricting the assignment thereof, and (D) provisions contained in the Senior Note Documents for so long as the obligations arising thereunder are subject to the Intercreditor Agreement.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into into, or be a party to, any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, and Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party or Subsidiary thereof to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company any Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent Agents and the Lenders, a Lien on any of its assets assets, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company any Borrower or any other Subsidiary, or pay any Debt owed to the Company any Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than than, in all cases, (Ax) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (By) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (Cz) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. NotThe Loan Parties will not, and will not permit any other Loan Party their respective Restricted Subsidiaries to, enter into any material agreement containing any provision which would (aA) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any the Loan Party Parties or their respective Restricted Subsidiaries of any of its Obligations their obligations hereunder or under any other Loan Document, Document (bother than permitted Capital Leases and purchase money security agreements) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (cB) create or permit to exist or become effective any consensual material encumbrance or restriction on the ability of any such Loan Party or Restricted Subsidiary to (i) pay dividends or make other distributions to the Company its parent or any other Subsidiaryapplicable Restricted Subsidiary of its parent, or pay any Debt Indebtedness owed to the Company its parent or any other SubsidiarySubsidiary of its parent, (ii) make loans or advances to any Loan Party its parent or (iii) transfer any of its assets or properties to any Loan Partyits parent; in each case, other than (Ax) customary restrictions and conditions contained in agreements relating to loan and security documentation evidencing Permitted Stimulus Indebtedness, (y) solely in the sale case of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder Clause (B), restrictions contained in loan and security documentation evidencing Indebtedness permitted by Subsection 3.1 with respect to dividends, distributions, loans or advances or transfers of assets to Borrower, or (z) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereofaffecting non-wholly owned Restricted Subsidiaries.

Inconsistent Agreements. Not, Borrower shall not and shall not permit any other Loan Party to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by Borrower or any Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Loan Party Subsidiary from granting to the Administrative Agent and the Lenders, Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any Loan Party other Subsidiary, or (iii) transfer any of its assets or properties to Borrower or any Loan Partyother Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party or any of their Subsidiaries to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party or any of its Subsidiaries from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (ix) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (iiy) make loans or advances to any Loan Party or (iiiz) transfer any of its assets or properties to any Loan Party, other than (Ai) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (Bii) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (Ciii) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, No Borrower shall enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by such Borrower or any Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit such Borrower or any Loan Party Subsidiary from granting to the Administrative Agent and the Lenders, Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company such Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to such Borrower or any Loan Party other Subsidiary, or (iii) transfer any of its assets or properties to such Borrower or any Loan Partyother Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and Each Borrower shall not permit any other Loan Party to, enter into any ------------------------ agreement containing any provision which would (a) be violated or breached in any material respect by any borrowing by the Company such Borrower hereunder or by the performance by any Loan Party such Borrower of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party such Borrower from granting to the Administrative Agent and the Lenders, Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiarysuch Borrower, or pay any Debt owed to the Company or any other Subsidiarysuch Borrower, (ii) make loans or advances to any Loan Party such Borrower, or (iii) transfer any of its assets or properties to any Loan Partysuch Borrower, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such saleSubsidiary, provided that such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder by this Agreement, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company a Loan Party hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to Agent, for the Administrative ratable benefit of Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into into, or be a party to, any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, and Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt indebtedness owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debtindebtedness, Capital Leases and other secured Debt indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt indebtedness and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets (other than the Senior Note Documents), (c) in any way restrict or limit the ability of the Company or any Loan Party to amend, modify, supplement or otherwise alter the terms applicable to the Obligations or this Agreement, or (cd) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party Party, (iii) guarantee any of the Obligations or (iiiiv) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and Debt, (C) customary provisions in leases and other contracts restricting the assignment thereof, and (D) restrictions on mergers, consolidations and transfers, sales and leases of all or substantially all the assets of a Person of a type customarily included in indentures with respect to convertible debt securities.

Inconsistent Agreements. NotThe Borrower shall not, and shall not permit any other Loan Party Affiliate to, enter into any agreement containing any provision which would would, taking into account the effect of applicable law (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by the Borrower or any Loan Party Affiliate of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Loan Party Affiliate from granting to the Administrative Agent and the Lenders, Bank a Lien on any of its assets the Collateral or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary Affiliate to (i) pay dividends or make other distributions to the Company Borrower or any other SubsidiaryAffiliate, or pay any Debt owed to the Company Borrower or any other SubsidiaryAffiliate, (ii) make loans or advances to the Borrower or any Loan Party other Affiliate, or (iii) transfer any of its assets or properties to the Borrower or any Loan Partyother Affiliate, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary Affiliate pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Affiliate to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases capital leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter Enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company any Co-Borrower hereunder or by the performance by any Loan Party Co-Borrower of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party Co-Borrower from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company a Co-Borrower or any other Subsidiary, or pay any Debt owed to the Company a Co-Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party Co-Borrower or (iii) transfer any of its assets or properties to any Loan PartyCo-Borrower, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company any Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company any Borrower or any other Subsidiary, or pay any Debt owed to the Company any Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. NotEach Loan Party shall not, and not permit any other Loan Party Subsidiary to, enter into any agreement (other than the Indenture) containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of such Loan Party to (ia) pay dividends or make other distributions to the Company any Loan Party or any other SubsidiarySubsidiary of any Loan Party, or pay any Debt Indebtedness owed to the Company any Loan Party or any other Subsidiary, (iib) make loans or advances to any Loan Party or Party, (iiic) transfer any of its assets or properties to any Loan Party, other than (AI) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (BII) restrictions or conditions imposed by any agreement relating to purchase money DebtIndebtedness, Capital Leases capital leases and other secured Debt Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Indebtedness and (CIII) customary provisions in leases and other contracts restricting the assignment thereof. Each Loan Party shall not, and not permit any Subsidiary to, enter into any agreement containing any provision which would create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of such Loan Party to grant to Agent and the Bank a Lien on any of its assets, except to the extent such asset constitutes an Excluded Asset.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrowers hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of any Borrower to (i) pay dividends or make other distributions to the Company such Borrower or any other SubsidiarySubsidiary of such Borrower, or pay any Debt owed to the Company such Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Companies hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of a Company to (i) pay dividends or make other distributions to the any Company or any other SubsidiarySubsidiary of a Company, or pay any Debt owed to the a Company or any other SubsidiarySubsidiary of a Company, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary of a Company pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Person to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrowers hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the LendersLender, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends (except for to current preferred shareholders) or make other distributions to the Company Pernix or any other Subsidiary, or pay any Debt owed to the Company Pernix or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrowers hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan ----------------------- Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Loan Parties hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and -------- conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the LendersLender, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.and

Inconsistent Agreements. Not, The Borrower shall not and shall not permit any other Loan Party to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by the Borrower or any Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Loan Party Subsidiary from granting to the Administrative Agent and the Lenders, Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any Loan Party other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any Loan Partyother Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other of the Loan Party Parties and their Subsidiaries to, enter into any agreement containing any provision which that would (a) be violated or breached by any borrowing by the Company hereunder Borrowers under this Agreement or by the performance by any Loan Party of any of its Obligations hereunder under this Agreement or under any other Loan Document, ; (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, Lenders a Lien on any of its assets assets; or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Holdings, any Borrower or any other Subsidiary, or pay any Debt owed to the Company Holdings, any Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party Party, or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending any such sale, provided that such so long as those restrictions and conditions apply only to the Subsidiary to be sold and such that sale is permitted hereunder under this Agreement (but those); (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases Leases, and other secured Debt permitted by this Agreement if such Agreement, so long as those restrictions or conditions apply only to the property or assets securing such Debt that Debt; and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. NotThe Borrower shall not, and shall not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision which would would, taking into account the effect of applicable law (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by the Borrower or any Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Loan Party Subsidiary from granting to the Administrative Agent and the Lenders, Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any Loan Party other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any Loan Partyother Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party Subsidiary to, enter into any agreement (other than this Agreement or any other Loan Document) containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by the Borrower, the Company or any Loan Party Subsidiary of any of its Obligations obligations hereunder or under any other Loan Document, (b) other than the Ford Restriction, prohibit the Borrower, the Company or any Loan Party Subsidiary from granting to the Administrative Agent and Agent, for the benefit of the Lenders, a Lien on any of its assets Motor Vehicles or any other property in which the Company and its Subsidiaries are required to gxxxx x Xxxx to the Agent under Section 9.13(b) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other applicable Subsidiary, or pay any Debt Indebtedness owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party the Company or (iii) transfer any of its assets or properties to any Loan Party, the Company (other than (A) customary restrictions and conditions any such encumbrance or restriction contained in one or more agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply encumbrance or restriction applies only to the such Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereofhereunder).

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets the properties in the Borrowing Base Pool, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company a Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary Loan Party to (i) pay dividends or make other distributions to the Company a Borrower or any other SubsidiaryLoan Party, or pay any Debt owed to the Company a Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to any Loan Party a Borrower or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and the Lenders, Lenders a Lien on any of its assets the Collateral or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary other Loan Party to (i) pay dividends or make other distributions to the Company or any other Subsidiaryto, or pay any Debt owed to the Company or any other SubsidiaryBorrower, (ii) make loans or advances to any Loan Party Borrower or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and or the property leased or licensed, (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, and (D) those arising under any Loan Document.

Inconsistent Agreements. Not, The Borrower shall not and shall not permit any other Loan Party to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by the Borrower or any Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Loan Party Restricted Subsidiary from granting to the Administrative Agent and the Lenders, Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Restricted Subsidiary, or pay any Debt owed to the Company Borrower or any other Restricted Subsidiary, (ii) make loans or advances to the Borrower or any Loan Party Restricted Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any Loan PartyRestricted Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement agreement, including without limitation any amendments to existing agreements, containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Collateral Agent and the Lenders, a Lien on any of its assets assets, now or hereafter acquired, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, ; other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases leases, Joint Venture agreements (created in the ordinary course consistent with past practices) and other contracts restricting the assignment thereof. The Company shall use its best efforts to avoid entering into Joint Venture agreements which would violate the foregoing terms of this Section 11.8.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and the Lenders, Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary other Loan Party to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and or the property leased or licensed, (CB) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, and (D) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.

Inconsistent Agreements. Not, and not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Company or any other Loan Party from granting to the Administrative Agent and the Lenders, Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to the Company or any Loan Party Subsidiary or (iii) transfer any of its assets or properties to the Company or any Loan PartySubsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by Borrower or any Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Loan Party Subsidiary from granting to the Administrative Agent and the Lenders, Lenders a Lien on any of its assets or (c) create or permit to exist or become effective (other than on the Closing Date with respect to the Subordinated Notes Documents) any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any Loan Party Subsidiary or (iii) transfer any of its assets or properties to Borrower or any Loan PartySubsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Note Party or Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Companies hereunder or by the performance by the Companies or any Loan other Note Party of any of its Obligations hereunder or under any other Loan Investment Document, (b) prohibit the Companies or any Loan other Note Party from granting to the Administrative Collateral Agent and the Lenders, Secured Parties a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary other Note Party to (i) pay dividends or make other distributions to the Company Companies or any other Subsidiary, or pay any Debt owed to the Company Companies or any other Subsidiary, (ii) make loans or advances to the Companies or any Loan other Note Party or (iii) transfer any of its assets or properties to the Companies or any Loan Party, other Note Party other than (A) customary restrictions and conditions contained in agreements relating to the sale of all the capital stock or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary capital stock or assets to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and The Borrowers shall not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrowers hereunder or by the performance by the Borrowers or any Loan Party Guarantor of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrowers or any Loan Party Guarantor from granting to the Administrative Agent and the Lenders, Bank a Lien on any of its assets the Collateral, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary Affiliate of any of the Borrowers to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other SubsidiaryBorrowers, (ii) make loans or advances to any Loan Party the Borrowers, or (iii) transfer any of its assets or properties to any Loan Partythe Borrowers, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into into, or be a party to, any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets (other than the Prudential Documents) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, and Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, Not enter into any agreement containing any provision which would (a) be materially violated or materially breached by any borrowing by the Company any Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or material restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company any Borrower or any other Subsidiary, or pay any Debt owed to the Company any Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its Borrower’s assets or properties to any Loan PartyParty that is not a Borrower, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the LendersLender, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the either Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the either Company or any other Subsidiary, or pay any Debt owed to the either Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the LendersLender, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, Not enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrowers hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the LendersLender, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company any Borrower or any other Subsidiary, or pay any Debt owed to the Company any Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and Debt, (C) customary provisions in leases and other contracts restricting the assignment thereofthereof and (D) provisions in any trust indenture and related documents governing any preferred securities of any of the Loan Parties.

Inconsistent Agreements. Not, and will not permit any other Loan Party Subsidiary to, enter into into, or be a party to, any agreement containing any provision which would (a) be violated or breached by any borrowing the performance by the Company hereunder or by the performance by any Loan Party Subsidiary of any of its Obligations obligations hereunder or under any other Loan Note Document, (b) prohibit the Company or any Loan Party Subsidiary from granting to the Administrative Agent and the Lendersany holder of Notes, a Lien on any of its assets (other than the Bank Debt Documents) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to the Company or any Loan Party Subsidiary or (iii) transfer any of its assets or properties to the Company or any Loan PartySubsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, and Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, Not enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the LendersLender, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party Subsidiary to, enter into any agreement (other than this Agreement or any other Loan Document) containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by the Borrower, the Company or any Loan Party Subsidiary of any of its Obligations obligations hereunder or under any other Loan Document, (b) other than the Ford Restriction, prohibit the Borrower, the Company or any Loan Party Subsidiary from granting to the Administrative Agent and Agent, for the benefit of the Lenders, a Lien on any of its assets Motor Vehicles or any other property in which the Company and its Subsidiaries are required to xxxxx x Xxxx to the Agent under Section 9.13(b) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other applicable Subsidiary, or pay any Debt Indebtedness owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party the Company or (iii) transfer any of its assets or properties to any Loan Party, the Company (other than (A) customary restrictions and conditions any such encumbrance or restriction contained in one or more agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply encumbrance or restriction applies only to the such Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereofhereunder).

Inconsistent Agreements. Not, and not permit any other of the Loan Party Parties and their Subsidiaries to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (Aa) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder; (Bb) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and Debt; (Cc) customary provisions in leases and other contracts restricting the assignment thereof; and (d) the Loan Documents.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any material agreement containing any material provision which would (a) be violated or breached by any borrowing by the Company Borrowers hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrowers or any other Subsidiary, or pay any Debt owed to the Company Borrowers or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt Indebtedness owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder) (B) restrictions or conditions imposed by any agreement relating to purchase money DebtIndebtedness, Capital Leases and other secured Debt Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Indebtedness and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Related Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Related Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Related Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Related Party or (iii) transfer any of its assets or properties to any Loan Related Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party MPW Company to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrowers hereunder or by the performance by any Loan Party Borrower of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party Borrower from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party Borrower or (iii) transfer any of its assets or properties to any Loan PartyBorrower, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Investment Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary Loan Party to (i) pay dividends or make other distributions to the Company Borrower or any other SubsidiaryLoan Party, or pay any Debt owed to the Company or any other SubsidiaryLoan Party, (ii) make loans or advances to any other Loan Party or (iii) transfer any of its assets or properties to any other Loan Party, other than than, in the cases of clauses (b) and (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money DebtDebt and Finance Leases, Capital Leases and other secured Debt in each case, permitted by this Agreement Agreement, if such restrictions or conditions apply only to the property or assets securing such Debt and or the property financed or leased, (CB) customary provisions in leases and other contracts restricting the assignment thereof, and (C) those arising under any Investment Document.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become make effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting granting, or condition any Loan Party granting, to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and Debt, (C) customary provisions in leases and other contracts restricting the assignment thereof, and (D) customary provisions in Subordinated Debt Documents.

Inconsistent Agreements. Not, and not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Companies hereunder or by the performance by any Loan Note Party of any of its Obligations hereunder or under any other Loan Investment Document, (b) prohibit any Loan Party the Note Parties from granting to the Administrative Agent and the Lenders, Secured Parties a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary other Note Party to (i) pay dividends or make other distributions to the Company Companies or any other Subsidiary, or pay any Debt owed to the Company Companies or any other Subsidiary, (ii) make loans or advances to the Companies or any Loan Party other Note Party, or (iii) transfer any of its assets or properties to the Companies or any Loan Party, other Note Party other than (A) customary restrictions and conditions contained in agreements relating to the sale of all the capital stock or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary capital stock or assets to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter Enter into any agreement containing any provision which would (aA) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by the Borrower or any Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (bB) prohibit the Borrower or any Loan Party Subsidiary from granting to the Administrative Agent and the Lenders, Bank a Lien on any of its assets or (cC) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any Loan Party other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any Loan Partyother Subsidiary, other than (Aa) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (Bb) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (Cc) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. NotEach of the Loan Parties shall not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt Indebtedness owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money DebtIndebtedness, Capital Leases and other secured Debt Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Indebtedness and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the any Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the any Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party or Subsidiary thereof to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company any Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent Agents and the Lenders, a Lien on any of its assets assets, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company any Borrower or any other Subsidiary, or pay any Debt owed to the Company any Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than than, in all cases, (Ax) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (By) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (Cz) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. NotThe Company will not, and will not permit any of the other Loan Party Note Parties to, enter into any agreement containing any provision which would (a) be violated or breached by the issuance of any borrowing by the Company hereunder or by Notes, the performance by any Loan Note Party of any of its Obligations obligations hereunder or under any other Loan Note Document, (b) prohibit any Loan Note Party from granting to the Administrative Agent and the LendersCollateral Agent, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other SubsidiaryNote Party, or pay any Debt Indebtedness owed to the Company or any other SubsidiaryNote Party, (ii) make loans or advances to any Loan Note Party or (iii) transfer any of its assets or properties to any Loan Note Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money DebtIndebtedness, Capital Leases and other secured Debt Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and Indebtedness, (C) customary provisions in leases and other contracts restricting the assignment thereofthereof and (D) provisions contained in the Senior Credit Documents, for so long as the obligations arising thereunder are subject to the Intercreditor Agreement.

Inconsistent Agreements. Not, and Each Borrower shall not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company such Borrower hereunder or by the performance by any Loan Party such Borrower of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party such Borrower from granting to the Administrative Agent and the Lenders, Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiarysuch Borrower, or pay any Debt owed to the Company or any other Subsidiarysuch Borrower, (ii) make loans or advances to any Loan Party such Borrower, or (iii) transfer any of its assets or properties to any Loan Partysuch Borrower, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrowers hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the LendersLender, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrowers or any other Subsidiary, or pay any Debt owed to the Company Borrowers or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its 14766353\V-9 assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. NotEach of the Loan Parties shall not, and shall not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrowers hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt Indebtedness owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money DebtIndebtedness, Capital Leases and other secured Debt Indebtedness permitted by this Agreement if only to the extent such restrictions or conditions apply only to the property or assets securing such Debt Indebtedness and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Loan Parties hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the LendersLender, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or and assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other of the Loan Party Parties and their Subsidiaries to, enter into any agreement containing any provision which that would (a) be violated or breached by any borrowing by the Company hereunder Borrower under this Agreement or by the performance by any Loan Party of any of its Obligations hereunder under this Agreement or under any other Loan Document, ; (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, Lenders a Lien on any of its assets assets; or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party Party, or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending any such sale, provided that such so long as those restrictions and conditions apply only to the Subsidiary to be sold and such that sale is permitted hereunder under this Agreement (but those); (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases Leases, and other secured Debt permitted by this Agreement if such Agreement, so long as those restrictions or conditions apply only to the property or assets securing such Debt that Debt; and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. NotThe Borrower shall not, and shall not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by the Borrower or any Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Loan Party Subsidiary from granting to the Administrative Agent and the Lenders, Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt Indebtedness owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any Loan Party other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any Loan Partyother Subsidiary, other than (A1) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B2) restrictions or conditions imposed by the Cash America Credit Agreement or any agreement relating to purchase money DebtIndebtedness, Capital Leases and other secured Debt Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property Property or assets securing such Debt Indebtedness, and (C3) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party of its Subsidiaries to, enter into into, or be a party to, any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary Loan Party to (i) pay dividends or make other distributions to the Company or any other Subsidiaryanother Loan Party, or pay any Debt owed to the Company or any other Subsidiarya Loan Party, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Debt and Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and Debt, (CB) customary provisions in leases and other contracts restricting the assignment thereof, and (C) agreements entered into by a Loan Party in the ordinary course of business containing customary provisions restricting the assignment of such agreements.

Inconsistent Agreements. NotThe Borrower shall not, and shall cause each of its Subsidiaries to not, and not permit any other Loan Borrower Affiliate Party to, enter into any agreement (except agreements relating to the Permitted Senior Debt) containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Borrower Affiliate Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party the Borrower from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of Borrower to (i) pay dividends or make other distributions to the Company Borrower or any other SubsidiarySubsidiary of Borrower, or pay any Debt Indebtedness owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Borrower Affiliate Party or (iii) transfer any of its assets or properties to any Loan Borrower Affiliate Party, other than (Aa) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (Bb) restrictions or conditions imposed by any agreement relating to purchase money DebtIndebtedness, Capital Leases capital leases and other secured Debt Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Indebtedness and (Cc) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. NotThe Borrower shall not, and shall not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by the Borrower or any Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Loan Party Subsidiary from granting to the Administrative Agent and the Lenders, Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any Loan Party other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any Loan Partyother Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, The Borrower shall not and shall not permit any other Loan Party to, Subsidiary to enter into any material agreement (other than the Loan Documents) containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by the Borrower or any Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any Loan Party Subsidiary from granting to the Administrative Agent and the Lenders, Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any Loan Party other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any Loan Partyother Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached in any material respect by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party Subsidiary to, enter into any material agreement containing any provision which would (a) be violated or breached in any material respect by any borrowing Borrowing by the Company Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets [reserved] or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary other Loan Party to (i) pay dividends or make other distributions to the Company Borrower or any other SubsidiaryLoan Party, or pay repay any Debt owed to the Company Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any other Loan Party Party, or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than (A1) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the Equity Interests or assets of any Subsidiary pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B2) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C3) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company a Loan Party hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the LendersLender, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Companies hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Companies or any other Subsidiary, or pay any Debt owed to the Company Companies or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, Borrower shall not and shall not permit any other Loan Party to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by Borrower or any Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Loan Party Subsidiary from granting to the Administrative Agent and the Lenders, Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any Loan Party other Subsidiary, or (iii) transfer any of its assets or properties to Borrower or any Loan Partyother Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Debt, and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and the Lenders, Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary other Loan Party to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, Party other than than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company Borrower or any other Subsidiary, or pay any Debt owed to the Company Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (Aa) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (Bb) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (Cc) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Not, and not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision provision, or take any other action or fail to take any action, which would (a) be violated or breached by any borrowing by the Company any Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) subject to Permitted Liens, prohibit any Loan Party Subsidiary from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.