Common use of Limitation on Restricted Actions Clause in Contracts

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (iii) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by Section 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted Subsidiary.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profitsStock, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(da)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) documents evidencing and/or governing any Subordinated Indebtedness to the extent consistent with the restrictions in this Section 8.11, (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 8.1(c), Section 8.1(f), Section 8.1(g), Section 8.1(i) or Capital Leases permitted by Section 6.18.1(k); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith or are generally less restrictive than the covenants set forth in this Credit Agreement, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted Indebtedness incurred by a Restricted Subsidiary prior under Section 8.5 pending the consummation of such sale or (vii) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the date on which such Restricted Subsidiary was acquired by a Credit Party formation, operation and regulatory requirements or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted limitations related to the Insurance Subsidiary.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit the Parent or any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) documents evidencing and/or governing any Subordinated Indebtedness to the extent consistent with the restrictions in this Section 8.11, (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 8.1(c) or Capital Leases permitted by Section 6.1; 8.1(g), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date Lien or (vi) customary restrictions on subletting or assigning leasehold interests and conditions contained in any agreement relating to the sale of a Credit Party or a Restricted Subsidiaryany Property permitted under Section 8.5 pending the consummation of such sale.

Limitation on Restricted Actions. The Each Credit Parties will Party shall not, nor will they permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on which prohibits or limits the ability of such Credit Party or any Subsidiary of such Person Credit Party to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party, ; (cb) make loans or advances to a Credit Party or any Subsidiary of such Credit Party, ; (dc) sell, lease or transfer any of its properties or assets Properties constituting Collateral to any a Credit Party, Party (other than restrictions related to transactions being at arm’s length); or (ed) act as a Guarantor and pledge its assets pursuant create, incur, assume or suffer to the Credit Documents or exist any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of Lien upon any of the matters referred to in clauses (a)-(d) above) for such Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances or and restrictions existing arising under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by Section 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithPermitted Liens, (iv) customary provisions restricting subletting or assignment of any Permitted Lien lease governing a leasehold interest of such Credit Party or any document or instrument governing any Permitted Lien; provided that any Subsidiary of such restriction contained therein relates only to the asset or assets subject to such Permitted LienCredit Party, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary of such Credit Party prior to the date on which such Restricted Subsidiary was acquired by a such Credit Party or its Restricted Subsidiary and outstanding on such acquisition date date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or (vi) customary continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions on subletting contained in such contractual obligation prior to such extension or assigning leasehold interests of a Credit Party or a Restricted Subsidiarycontinuation.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any material portion of its properties or assets to any Credit Party, or (e) if a Domestic Subsidiary, act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(da) - (d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (iii) the Senior Note Purchase Documents, (iv) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 6.1(c) or Capital Leases permitted by Section 6.16.1(m); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) customary nonassignment provisions in any lease governing a leasehold interest or in any contract which is not a Material Contract, (vii) agreements with respect to Foreign Subsidiaries so long as any liability thereunder is non-recourse to the Credit Parties, (viii) agreements with respect to joint ventures so long as any liability thereunder is non-recourse to the Credit Parties except to the extent of such Person's ownership interest in the joint venture, (ix) customary restrictions contained in agreements relating to the sale of a Subsidiary of the Borrower (or all or substantially all of the assets thereof) pending such sale, so long as such restrictions and conditions apply only to such Subsidiary and such sale is permitted hereunder or (x) restrictions imposed by any agreement relating to secured Indebtedness permitted Indebtedness incurred by a Restricted Subsidiary prior this Credit Agreement if such restrictions apply only to the date on which property or assets securing such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted SubsidiaryIndebtedness.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary to, Consolidated Party to directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profitsRestricted Payments, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets Property to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofParty, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) any Junior Financing Documentation, provided that the encumbrances and restrictions relating to any Consolidated Party in such document or instrument are no more restrictive than the corresponding encumbrances and restrictions contained in the Subordinated Note Indentures and the Subordinated Notes, in each case as in effect as of the Closing Date, (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by Section 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired Medium Term Indenture, as in connection therewitheffect as of the Closing Date, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted Indebtedness incurred by a Restricted Subsidiary prior to under Section 8.4(b) pending the date on which consummation of such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date sale or (vivii) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted Subsidiaryand conditions contained in leases and other contracts restricting the assignment thereof.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets Property to any Credit Party, Party or (e) except in respect of any Consolidated Party which is not a Credit Party, (i) pledge its Property (other than Excluded Property) pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (ii) act as a Guarantor and pledge its assets Credit Party pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(da)-(e)(i) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (iiiii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.1; 8.1(c), provided that any such restriction contained therein relates only to the any asset or assets constructed or acquired in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date Lien or (vi) customary restrictions on subletting or assigning leasehold interests and conditions contained in any agreement relating to the sale of a Credit Party or a Restricted Subsidiaryany Property permitted under Section 8.5 pending the consummation of such sale.

Limitation on Restricted Actions. The No Credit Parties will notParty will, nor will they it permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party the REIT Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (i) in respect of any of the matters referred to in clauses (a)-(d) above) , for such encumbrances or restrictions existing under or by reason of (iA) this Credit Agreement and the other Credit Documents, (iiB) applicable lawLaw, (iiiC) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by Section 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document documentation or instrument governing any Permitted Lien; Lien permitted under Section 7.01 provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vD) customary restrictions and conditions contained in any agreement relating to the sale of any Unencumbered Property permitted Indebtedness incurred by under Section 7.07, pending the consummation of such sale, and (E) the Sabra Senior Note Indentures and (ii) in respect of any of the matters referred to in clauses (c) through (e) above, pursuant to a Restricted Subsidiary prior to provision in any agreement governing unsecured Funded Debt so long as such provision is generally consistent with a comparable provision of the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted SubsidiaryDocuments.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Restricted Subsidiary to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Loan Party or any Subsidiary on its Capital Stock capital stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit PartyLoan Party or any Subsidiary, (c) make loans or advances to any Credit PartyLoan Party or any Subsidiary, (d) sell, lease or transfer any of its properties or assets to any Credit PartyLoan Party or any Subsidiary, or (e) act as a Subsidiary Guarantor and pledge its assets pursuant to the Credit Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (x) in respect of any of the matters referred to in clauses (a)-(d) above) above for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Loan Documents, (ii) applicable law, law and (iii) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by Section 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien of the type described in clauses (a) or (h) of Section 6.01 or any document or instrument governing any such Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted LienLien and (y) in respect of any matters referred to in clauses (d) and (e) above, for such customary encumbrances or restrictions under or by reason of any document or agreement related to joint ventures or other similar arrangements permitted by this Agreement and (vz) in respect of matters referred to in clause (d) above, for such customary encumbrances or restrictions arising under or by reason of any document or agreement relating to permitted Indebtedness incurred by evidencing a Restricted Subsidiary prior Permitted Supplier Financing with respect to the date on which sale, lease or transfer of any accounts receivable and related assets that are the subject of such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted SubsidiaryPermitted Supplier Financing.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of (a) any such Person (other than the Borrower) to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) any such Person to pay any Indebtedness or other obligation owed to any Credit Party, (c) any such Person to make loans or advances to any Credit Party, (d) any such Person to sell, lease or transfer any of its properties or assets to any Credit Party, or (e) any such Person to act as a Guarantor and pledge its assets pursuant to the Credit Loan Documents or any renewals, refinancings, exchanges, refundings amend or extension thereofotherwise modify the Loan Documents, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Loan Documents, (ii) applicable lawlaw or rule, regulation, order, license, permit, grant or similar restriction of any applicable Governmental Authority, (iii) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 8.1(c), Section 8.1(f), Section 8.1(g), Section 8.1(h) or Capital Leases permitted by Section 6.18.1(j); provided that that, other than with respect to Section 8.1(j), any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithsecuring such Indebtedness, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement customary restrictions and conditions contained in agreements relating to permitted Indebtedness incurred by the sale of a Restricted Subsidiary prior or assets pending such sale, provided that such restrictions and conditions apply only to the date on which Subsidiary that is, or the assets that are, to be sold and such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment, subletting or encumbrance thereof, (vii) restrictions and conditions in any indenture, agreement, document, instrument or other arrangement relating to the assets or business of any Subsidiary existing prior to the consummation of a Permitted Acquisition in which such Subsidiary was acquired (and not created in contemplation of such Permitted Acquisition), (viii) contractual encumbrances or restrictions in effect as of the date hereof and set forth on Schedule 8.9 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (ix) customary provisions in joint ventures agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to Equity Interests in such joint venture), (x) customary net worth provisions or similar financial maintenance provisions contained in real property leases entered into by a Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and the Subsidiaries to meet their ongoing obligations under the Loan Documents, (xi) restrictions on subletting cash or assigning leasehold interests other deposits imposed by customers of a Credit Party the Borrower or a Restricted Subsidiaryany Subsidiary under contracts entered into in the ordinary course of business, and (xii) restrictions under any arrangement with any Governmental Authority imposed on any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or similar benefits or economic interests.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under under, or by reason of of, (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (iii) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 7.1(c) or Capital Leases permitted by Section 6.17.1(h); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or Chartered Vessel Document, (vi) customary restrictions on provisions restricting assignments, subletting or assigning leasehold interests other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (vii) any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (viii) any agreement for the sale or other disposition of a Credit Party Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition, (ix) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Restricted SubsidiaryPerson other than on a pro rata basis and (x) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 7.1.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit the Parent or any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, Party or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Recapitalization Documents, in each case as in effect as of the Closing Date, (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by under Section 6.1; 8.1, provided that any such restriction contained therein relates only the encumbrances and restrictions relating to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien Parent or any Consolidated Party in such document or instrument governing are no more restrictive than the corresponding encumbrances and restrictions contained in the Credit Documents, (v) the agreement for any Permitted Lien; lease by a Consolidated Party permitted hereunder, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lienlease, (vvi) any agreement relating to a sale of Property by the Parent or a Consolidated Party permitted Indebtedness incurred by a Restricted Subsidiary prior under this Credit Agreement, provided that any such restriction contained therein relates only to the date on which asset or assets subject to such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date agreement or (vivii) customary restrictions on subletting any Permitted Lien or assigning leasehold interests of a Credit Party any document or a Restricted Subsidiaryinstrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the Property subject to such Permitted Lien.

Limitation on Restricted Actions. The Credit None of the Consolidated Parties will not, nor will they permit any Restricted Subsidiary towill, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, Party or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Amended Agreement and the other Credit Documents, (ii) the Senior Note Agreement and the Senior Notes, (iii) the Junior Subordinated Note, (iv) the Senior Subordinated Credit Facility, (v) applicable law, (iiivi) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.1; 7.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith (and any renewals, (iv) any Permitted Lien refinancings, exchanges, refundings or any document extensions thereof, so long as the terms of such encumbrances or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject restrictions are no more onerous than those with respect to such Permitted Lien, (vIndebtedness upon the original incurrence thereof) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vivii) customary restrictions on subletting or assigning non-assignment provisions in any lease governing a leasehold interests of a Credit Party or a Restricted Subsidiaryinterest.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) if the Subordinated Notes shall have been issued, the Subordinated Note Indenture and the Subordinated Notes, (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by under Section 6.1; 8.1, provided that any such restriction contained therein relates only the encumbrances and restrictions relating to the asset Parent or assets constructed any Consolidated Party in such document or acquired instrument are no more restrictive than the corresponding encumbrances and restrictions contained in connection therewiththe Credit Documents, (ivv) the agreement for any lease by a Consolidated Party permitted hereunder, (vi) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien or (vvii) customary restrictions and conditions contained in any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests sale of a Credit Party or a Restricted SubsidiarySubsidiary permitted under Section 8.5 pending the consummation of such sale.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets Property to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets (other than Excluded Property) pursuant to the Credit Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Loan Agreement and the other Credit Loan Documents, (ii) applicable law, (iii) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.1; 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted Indebtedness incurred by a Restricted Subsidiary prior to under Section 8.5 pending the date on which consummation of such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date sale, or (vi) customary restrictions items set forth on subletting or assigning leasehold interests of a Credit Party or a Restricted SubsidiarySchedule 8.11.

Limitation on Restricted Actions. The Except as contemplated by the Intercreditor Agreement or the First Lien Credit Agreement, the Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) documents evidencing and/or governing any Subordinated Indebtedness to the extent consistent with the restrictions in this Section 8.11, (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 8.1(c) or Capital Leases permitted by Section 6.1; 8.1(f), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date Lien or (vi) customary restrictions on subletting or assigning leasehold interests and conditions contained in any agreement relating to the sale of a Credit Party or a Restricted Subsidiaryany Property permitted under Section 8.5 pending the consummation of such sale.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of (a) any such Person (other than the Borrower) to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) any such Person to pay any Indebtedness or other obligation owed to any Credit Party, (c) any such Person to make loans or advances to any Credit Party, (d) any such Person to sell, lease or transfer any of its properties or assets to any Credit Party, or (e) any such Person to act as a Guarantor and pledge its assets pursuant to the Credit Loan Documents or any renewals, refinancings, exchanges, refundings amend or extension thereofotherwise modify the Loan Documents, except (in respect of any of the matters referred to in clauses (a)-(da)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Loan Documents, (ii) applicable lawlaw or rule, regulation, order, license, permit, grant or similar restriction of any applicable Governmental Authority, (iii) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 8.1(c), Section 8.1(f), Section 8.1(g), Section 8.1(h) or Capital Leases permitted by Section 6.18.1(j); provided that that, other than with respect to Section 8.1(j), any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithsecuring such Indebtedness, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement customary restrictions and conditions contained in agreements relating to permitted Indebtedness incurred by the sale of a Restricted Subsidiary prior or assets pending such sale, provided that such restrictions and conditions apply only to the date on which Subsidiary that is, or the assets that are, to be sold and such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment, subletting or encumbrance thereof, (vii) restrictions and conditions in any indenture, agreement, document, instrument or other arrangement relating to the assets or business of any Subsidiary existing prior to the consummation of a Permitted Acquisition in which such Subsidiary was acquired (and not created in contemplation of such Permitted Acquisition), (viii) contractual encumbrances or restrictions in effect as of the date hereof and set forth on Schedule 8.9 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (ix) customary provisions in joint ventures agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to Equity Interests in such joint venture), (x) customary net worth provisions or similar financial maintenance provisions contained in real property leases entered into by a Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and the Subsidiaries to meet their ongoing obligations under the Loan Documents, (xi) restrictions on subletting cash or assigning leasehold interests other deposits imposed by customers of a Credit Party the Borrower or a Restricted Subsidiaryany Subsidiary under contracts entered into in the ordinary course of business, and (xii) restrictions under any arrangement with any Governmental Authority imposed on any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or similar benefits or economic interests.

Limitation on Restricted Actions. The Except for the Senior Floating Rate Notes, the Senior Notes and any other notes issued under the Notes Documents with terms taken as a whole substantially the same in all material respects or more favorable to the Lenders than the terms of the Senior Floating Rate Notes and/or the Senior Notes, the Credit Parties will not, nor will they permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, ; (ii) applicable law, rule, regulation or order including of any regulatory body; (iii) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.16.1(d); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, ; (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, ; (v) customary provisions restricting assignments or subletting in (x) any lease governing a leasehold interest of any Subsidiary or (y) any contracts and licenses (including, without limitation, those relating to intellectual property), in each case entered into in the ordinary course of business; (vi) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Parent or any of its Subsidiaries, which encumbrance or restriction was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition) and is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired (including, but not limited to, such Person’s direct and indirect Subsidiaries), provided that any such encumbrance or restriction contained therein relates only to such Acquired Indebtedness or Capital Stock and that any such encumbrances or restrictions, individually or in the aggregate, shall not materially affect any Credit Party’s ability to pay principal, interest, fees or any other Obligations under this Agreement, the Notes Documents or any other material Indebtedness of such Credit Party; (vii) restrictions in agreements existing on the Closing Date (other than the Notes Documents) and set forth on Schedule 3.27 to the extent and in the manner such agreements are in effect on the Closing Date, provided that any such restriction contained therein relates only to such agreements and that any such restrictions, individually or in the aggregate, shall not materially affect any Credit Party’s ability to pay principal, interest, fees or any other Obligations under this Agreement, the Notes Documents or any other material Indebtedness of such Credit Party; (viii) restrictions imposed by any agreement relating to sell assets or Capital Stock permitted hereunder to any Person pending the closing of such sale; (ix) encumbrance pursuant to the subordination provisions of any Indebtedness permitted to be incurred by a Restricted Subsidiary prior Section 6.1(e), (x) joint venture agreements, partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, provided that any such restriction contained therein relates only to such joint venture, partnership, limited liability company, asset sale, stock sale, sale-leaseback or stock sale and that any such restrictions, individually or in the date aggregate, shall not be more restrictive than those contained in this Agreement and shall not materially affect any Credit Party’s ability to pay principal, interest, fees or any other Obligations under this Agreement, the Notes Documents or any other material Indebtedness of such Credit Party; (xi) Indebtedness of Foreign Subsidiaries or loan or related agreements entered into in connection with the incurrence of industrial revenue or similar bonds, in each case permitted to be incurred hereunder, provided that any such restriction contained therein relates only to such Indebtedness or bonds and that any such restrictions, individually or in the aggregate, shall not be more restrictive than those contained in this Agreement and shall not materially affect any Credit Party’s ability to pay principal, interest, fees or any other Obligations under this Agreement, the Notes Documents or any other material Indebtedness of such Credit Party; (xii) restrictions on which such Restricted Subsidiary was acquired cash or other deposits or net worth imposed by a Credit Party customers or its Restricted Subsidiary and outstanding on such acquisition date or suppliers under contracts entered into in the ordinary course of business; (vixiii) customary restrictions on subletting real property interests set forth in easements and similar arrangements of the Borrower or assigning leasehold interests any Subsidiary; and (xiv) an agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (i), (vi) and (vii) above and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of a Credit Party the contracts, instruments or a Restricted Subsidiaryobligations referred to in clauses (i) through (xiv) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness, amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are no less favorable to the Borrower in any material respect as determined by the board of directors of the Borrower in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements prior to such amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing.

Limitation on Restricted Actions. The No Credit Parties will notParty will, nor will they it permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party the REIT Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (i) in respect of any of the matters referred to in clauses (a)-(da)‑(d) above) , for such encumbrances or restrictions existing under or by reason of (iA) this Credit Agreement and the other Credit Documents, (iiB) applicable lawLaw, (iiiC) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by Section 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document documentation or instrument governing any Permitted Lien; Lien permitted under Section 7.01 provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vD) customary restrictions and conditions contained in any agreement relating to the sale of any Unencumbered Property permitted Indebtedness incurred by under Section 7.07, pending the consummation of such sale, and (E) the Sabra Senior Note Indentures and (ii) in respect of any of the matters referred to in clauses (c) through (e) above, pursuant to a Restricted Subsidiary prior to provision in any agreement governing unsecured Funded Debt so long as such provision is generally consistent with a comparable provision of the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted SubsidiaryDocuments.

Limitation on Restricted Actions. The Credit None of the Consolidated Parties will not, nor will they permit any Restricted Subsidiary towill, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, Party or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Senior Note Agreement and the Senior Notes, (iii) the Junior Subordinated Note, (iv) applicable law, (iiiv) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.1; provided 7.1(c), PROVIDED that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith (and any renewals, (iv) any Permitted Lien refinancings, exchanges, refundings or any document extensions thereof, so long as the terms of such encumbrances or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject restrictions are no more onerous than those with respect to such Permitted Lien, (vIndebtedness upon the original incurrence thereof) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning non-assignment provisions in any lease governing a leasehold interests interest." (y) Section 7.12(b) of a the Credit Party or a Restricted Subsidiary.Agreement is hereby deleted therefrom in its entirety and the following is hereby substituted in lieu thereof:

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under under, or by reason of of, (i) this Credit Agreement and Agreement, the other Credit Documents, the First Lien Credit Documents, any of the RSAs or the Commitment Letter, (ii) applicable law, (iii) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 7.1(c) or Capital Leases permitted by Section 6.17.1(h); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or Chartered Vessel Document, (vi) customary restrictions on provisions restricting assignments, subletting or assigning leasehold interests other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (vii) any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (viii) any agreement for the sale or other disposition of a Credit Party Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition, (ix) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Restricted SubsidiaryPerson other than on a pro rata basis and (x) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 7.1.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, (a) directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (ai) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (bii) pay any Indebtedness or other obligation owed to any Credit Party, (ciii) make loans or advances to any Credit Party, (div) sell, lease or transfer any of its properties or assets to any Credit Party, or (ev) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(di)-(v) above) for such encumbrances or restrictions existing under or by reason of (iA) this Credit Agreement and the other Credit Documents, (iiB) applicable law, law or (iiiC) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.1; provided 8.1(c), provided, however, that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; or (b) enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (ivi) any Permitted Lien or pursuant to this Credit Agreement and the other Credit Documents, and (ii) pursuant to any document or instrument governing any Permitted Lien; provided Indebtedness incurred pursuant to Section 8.1(c), provided, however, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was constructed or acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted Subsidiaryin connection therewith.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable lawlaw or other restriction imposed by any Governmental Authority, (iii) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 6.1(c) or Capital Leases permitted by any of Section 6.16.1(h) - (k); provided that any such restriction contained therein relates only to the asset or assets constructed constructed, acquired or acquired financed in connection therewiththerewith or is otherwise reasonably acceptable to the Administrative Agent, (iv) any document or instrument existing on the Closing Date and set forth on Schedule 6.9; and (v) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior Lien or is otherwise reasonably acceptable to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted SubsidiaryAdministrative Agent.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Restricted Subsidiary to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party the Borrower on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Partythe Borrower, (c) make loans or advances to any Credit Partythe Borrower, (d) sell, lease or transfer any of its properties or assets to any Credit Partythe Borrower, or (e) act as a Guarantor guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable lawlaw , (iii) any instrument or document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to (A) Section 6.16.1(d); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith and (B) Section 6.1(i) and 6.1(j) and Guaranty Obligations in respect thereof, but in each case only to the extent such encumbrance or restriction excepts the Credit Party Obligations on terms reasonably acceptable to the Administrative Agent, (iv) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder or (v) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted Subsidiary.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a)-(da)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable lawlaw or other restriction imposed by any Governmental Authority, (iii) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 6.1(c) or Capital Leases permitted by any of Section 6.16.1(h) - (k); provided that any such restriction contained therein relates only to the asset or assets constructed constructed, acquired or acquired financed in connection therewiththerewith or is otherwise reasonably acceptable to the Administrative Agent, (iv) any document or instrument existing on the Closing Date and set forth on Schedule 6.9; and (v) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior Lien or is otherwise reasonably acceptable to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted SubsidiaryAdministrative Agent.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Senior Note Indenture and the Senior Notes, in each case as in effect as of the Amendment Closing Date, (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.1; 8.1(c), provided that any such restriction contained therein -------- relates only to the asset or assets constructed or acquired in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates -------- only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date Lien or (vi) customary restrictions on subletting or assigning leasehold interests and conditions contained in any agreement relating to the sale of a Credit Party or a Restricted Subsidiaryany Property permitted under Section 8.4 pending the consummation of such sale.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings refudings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(da) through (d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (iii) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.1; 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien or (v) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted Indebtedness incurred by a Restricted Subsidiary prior to under Section 8.4 pending the date on which consummation of such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted Subsidiarysale.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profitsStock, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(da)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) documents evidencing and/or governing any Subordinated Indebtedness to the extent consistent with the restrictions in this Section 8.11, (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 8.1(c), Section 8.1(f), Section 8.1(g), Section 8.1(i) or Capital Leases permitted by Section 6.18.1(k); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith or are generally less restrictive than the covenants set forth in this Credit Agreement, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted Indebtedness incurred by a Restricted Subsidiary prior under Section 8.5 pending the consummation of such sale or (vii) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the date on which such Restricted Subsidiary was acquired by a Credit Party formation, operation and regulatory requirements or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted limitations related to the Insurance Subsidiary.. CHAR1\1351553v8 96

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets Property to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Senior Subordinated Note Indenture and the Senior Subordinated Notes, in each case as in effect as of the Closing 87 Date, (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.1; 8.1(c), provided that any such -------- restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction -------- contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date Lien or (vi) customary restrictions on subletting or assigning leasehold interests and conditions contained in any agreement relating to the sale of a Credit Party or a Restricted Subsidiaryany Property permitted under Section 8.5 pending the consummation of such sale.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, (e) xxxxx x xxxx on its properties or assets whether now owned or hereafter acquired; provided that the foregoing shall not apply to (i) “equal and ratable” restriction typically contained in public note indentures, (ii) any such restriction contained in any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c) so long as such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith and (iii) any such restriction contained in any document or instrument governing Subordinated Indebtedness permitted under Section 8.1(g) so long as any such restriction contained therein does not apply to “senior debt” thereunder (including the Loans and Credit Party Obligations hereunder) or (ef) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(da)-(f) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, Documents or (ii) applicable law, (iii) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by Section 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted Subsidiary.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Senior Note Agreement, as in effect as of the Closing Date (and any renewals, refinancings and extensions thereof, that do not contain any such encumbrances or restrictions that are materially more adverse to the Credit Parties than the corresponding provisions of the Senior Note Agreement); (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 8.1(c), (g) or Capital Leases permitted by (j), provided that, in the case of any Indebtedness incurred pursuant to Section 6.1; provided that 8.1(c), any such restriction contained therein relates shall relate only to the asset or assets constructed or acquired in connection therewith, therewith or (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted Subsidiary.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) documents evidencing and/or governing any Subordinated Indebtedness to the extent consistent with the restrictions in this Section 8.11, (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 8.1(c) or Capital Leases permitted by Section 6.1; 8.1(f), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date Lien or (vi) customary restrictions on subletting or assigning leasehold interests and conditions contained in any agreement relating to the sale of a Credit Party or a Restricted Subsidiaryany Property permitted under Section 8.5 pending the consummation of such sale.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary to, Consolidated Party to directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profitsRestricted Payments, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets Property to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofParty, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable lawany Junior Financing Documentation, provided that the encumbrances and restrictions relating to any Consolidated Party in such document or instrument are no more restrictive than the corresponding encumbrances and restrictions contained in the Subordinated Note Indentures and the Subordinated Notes, in each case as in effect as of the Third Amendment Date, (iii) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by Section 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithapplicable law, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted Indebtedness incurred by a Restricted Subsidiary prior to under Section 8.4(b) pending the date on which consummation of such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date sale or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted Subsidiaryand conditions contained in leases and other contracts restricting the assignment thereof.

Limitation on Restricted Actions. The Credit Parties Guarantors will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or or, except as set forth in Schedule 2.3(k), suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (ai) pay dividends or make any other distributions to any Credit Party Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (bii) pay any Indebtedness or other obligation owed to any Credit PartyGuarantor, (ciii) make loans or advances to any Credit PartyGuarantor, (div) sell, lease or transfer any of its properties or assets to any Credit PartyGuarantor, or (ev) act as a Guarantor and pledge its assets pursuant to the Credit Bridge Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(di)-(iv) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Indenture, the Bridge Loan Documents or the Credit Documents, (ii) applicable law, (iii) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to (A) Section 6.1; provided 2.3(a)(ii), and (B) with respect to clause (iv) of the this subsection (k) only, Section 2.3(a)(viii)provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien or (v) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted Indebtedness incurred by a Restricted Subsidiary prior to under Section 2.3(e) pending the date on which consummation of such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted Subsidiarysale.

Limitation on Restricted Actions. The Credit Parties Borrower will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the documents executed in connection with any Permitted Receivables Financing (but only to the extent that the related encumbrance or restriction pertains to the applicable Transferred Assets actually sold, contributed, financed or otherwise conveyed or pledged pursuant to such Permitted Receivables Financing), (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.1; 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, . The Borrower will not enter into any amendment or modification of the Senior Notes or the Senior Indentures which (ivi) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any changes the maturity date of such restriction contained therein relates only Senior Notes to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary occur prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date Maturity Date or (viii) customary restrictions makes any affirmative or negative covenants in such Senior Indentures to be more restrictive on subletting or assigning leasehold interests of a Credit Party or a Restricted Subsidiarythe Borrower than comparable covenants in this Agreement.

Limitation on Restricted Actions. The Credit Parties Borrower will not, nor will they it permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions on the transfer or pledge of Capital Stock in joint ventures which are otherwise permitted under the terms of this Agreement, (iv) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (v) in connection with any sale or other disposition of property permitted hereunder, any restriction with respect to such property imposed under the agreement or agreements governing such sale or disposition, (vi) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.16.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, or (ivvii) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, . (vn) any agreement relating Section 6.12 of the Credit Agreement is hereby amended to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or read in its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted Subsidiary.entirety as follows:

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Combined Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (iii) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.1; 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien or (v) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted Indebtedness incurred by a Restricted Subsidiary prior to under Section 8.10 pending the date on which consummation of such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted Subsidiarysale.

Limitation on Restricted Actions. The Credit None of the Consolidated Parties will not, nor will they permit any Restricted Subsidiary towill, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, Party or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Senior Note Agreement and the Senior Notes, (iii) the Subordinated Note, (iv) applicable law, (iiiv) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.1; provided 7.1(c), PROVIDED that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith (and any renewals, (iv) any Permitted Lien refinancings, exchanges, refundings or any document extensions thereof, so long as the terms of such encumbrances or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject restrictions are no more onerous than those with respect to such Permitted Lien, (vIndebtedness upon the original incurrence thereof) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning non-assignment provisions in any lease governing a leasehold interests of a Credit Party or a Restricted Subsidiaryinterest.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets Property to any Credit Party, Party or (e) except in respect of any Consolidated Party which is not a Credit Party, (i) pledge its Property (other than Excluded Property) pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (ii) act as a Guarantor and pledge its assets Credit Party pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(da)-(e)(i) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (iiiii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.1; 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date Lien or (vi) customary restrictions on subletting or assigning leasehold interests and conditions contained in any agreement relating to the sale of a Credit Party or a Restricted Subsidiaryany Property permitted under Section 8.5 pending the consummation of such sale.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profitsStock, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) documents evidencing and/or governing any Subordinated Indebtedness to the extent consistent with the restrictions in this Section 8.11, (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness or Capital Leases permitted by incurred pursuant to Section 6.18.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith or are generally less restrictive than the covenants set forth in this Credit Agreement, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted Indebtedness incurred by a Restricted Subsidiary prior under Section 8.5 pending the consummation of such sale or (vii) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the date on which such Restricted Subsidiary was acquired by a Credit Party formation, operation and regulatory requirements or its Restricted Subsidiary and outstanding on such acquisition date or (vi) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted limitations related to the Insurance Subsidiary.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Restricted Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profitsStock, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) documents evidencing and/or governing any Subordinated Indebtedness to the extent consistent with the restrictions in this Section 8.11, (iii) applicable law, (iiiiv) any document or instrument governing purchase money Indebtedness incurred pursuant to Section 8.1(c), Section 8.1(f), Section 8.1(g), Section 8.1(i) or Capital Leases permitted by Section 6.18.1(k); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith or are generally less restrictive than the covenants set forth in this Credit Agreement, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date Lien or (vi) customary restrictions on subletting or assigning leasehold interests and conditions contained in any agreement relating to the sale of a Credit Party or a Restricted Subsidiaryany Property permitted under Section 8.5 pending the consummation of such sale.