Common use of Restrictive Agreements, etc Clause in Contracts

Restrictive Agreements, etc. None of the Borrower or any of the Subsidiaries will enter into any agreement prohibiting (i) the creation or [*] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, (ii) the ability of the Borrower or any of the Subsidiaries to amend or otherwise modify any Loan Document, or (iii) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions contained (x) in any Loan Document, or (y) in the case of clause (i), (A) contained in any agreement governing any Indebtedness permitted by clauses (e) or (k) of Section 8.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3, or (B) contained in any agreement governing an Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leases, licenses and other Contracts, or (z) in the case of clause (iii), any Indebtedness permitted by clauses (e) or (f) of Section 8.2.

Restrictive Agreements, etc. None of the Borrower or any of the Subsidiaries will enter into any agreement prohibiting (i) the creation or [*] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, (ii) the ability of the Borrower or any of the Subsidiaries to amend or otherwise modify any Loan Document, or (iii) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions contained (x) in any Loan Document, or (y) in the case of clause (i), (A) contained in any agreement governing any Indebtedness permitted by clauses (c), (e) ), or (k) of Section 8.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3, or (B) contained in any agreement governing an Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leases, licenses and other Contractscontracts, or (z) in the case of clause (iii), any Indebtedness permitted by clauses (e) or (f) of Section 8.2.

Restrictive Agreements, etc. None of the Parent, the Borrower or any of the Subsidiaries will enter into any agreement prohibiting (i) after giving effect to anti-assignment provisions of the Uniform Commercial Code and applicable Laws, the creation or [*] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquiredacquired (except for those assets held in Governmental Collection Accounts), (ii) the ability of the Parent, the Borrower or any of the Subsidiaries Guarantors to amend or otherwise modify any Loan Investment Document, or (iii) the ability of the Parent, the Borrower or any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions contained (xa) in any Loan DocumentInvestment Document (including any applicable intercreditor or subordination agreement), or (yb) in the case of clause (i), (A) contained in any agreement governing any Signature Page to Credit Agreement Indebtedness permitted by clauses (eSection 8.2(d) or (k) of Section 8.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses Indebtedness, (ec) or restrictions arising under applicable Laws, (kd) of Section 8.3, or (B) contained in any agreement governing an Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found customary provisions in leases, licenses and other Contractscontracts regarding confidentiality or restricting the assignment, pledge or (z) transfer thereof, entered into in the case ordinary course of clause (iii)business, any Indebtedness permitted by clauses (e) or customary provisions in contracts for the disposition of any assets in compliance with Section 8.8, and (f) of Section 8.2customary net worth provisions or similar financial maintenance provisions contained in any agreement entered into by a Subsidiary.

Restrictive Agreements, etc. None of the Borrower or any of the Subsidiaries will enter into any agreement prohibiting (i) the creation or [*] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. assumption of any Lien to secure the Obligations upon its properties, revenues or assets, whether now owned or hereafter acquired, (ii) the ability of the Borrower or any of the Subsidiaries Guarantors to amend or otherwise modify any Loan Document, or (iii) the ability of any Subsidiary of the Borrower to make Restricted Payments with respect to any of their respective Capital Securities or to make or repay loans or advances to the Borrower or any other Subsidiary of the Borrower or to make Guaranty Indebtedness of the Borrower or any payments, directly or indirectly, to other Subsidiary of the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to restrictions (A) contained (x) in any Loan DocumentDocument (including any applicable intercreditor or subordination agreement), or (yB) in the case of clause (i), (A) contained in any agreement governing any Indebtedness permitted by clauses (eSection 8.2(e) or (k) of Section 8.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3Indebtedness, or (B) contained in any agreement governing an Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in the case of clause (i), by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and other Contractssimilar agreements entered into in the ordinary course of business, or (zD) in the case of clause (iii), that are or were created by virtue of any Indebtedness permitted by clauses transfer or option or right with respect to any property, assets or Capital Securities not otherwise prohibited under this Agreement, (eE) existing on the Closing Date identified on Schedule 8.11, (F) in the case of clause (i) or (f) of Section 8.2.iii), in agreements relating

Restrictive Agreements, etc. None of the Borrower or Each Loan Party will not, and will not permit any of the its Subsidiaries will to, enter into any agreement prohibiting (i) or conflicting with any right granted hereunder with respect to: the creation or [*] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in each case, to secure the Obligations (ii) other than Permitted Liens and documentation related thereto); or the ability of the Borrower or any of the Subsidiaries to amend or otherwise modify any Loan Document, or (iii) the ability of the Borrower or any Subsidiary such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The ; provided, however, the foregoing prohibitions shall not apply to restrictions contained (x) in any Loan Document, or (y) in the case of clause that: (i), (A) contained are set forth in any an agreement governing any secured Indebtedness permitted by clauses (e) or (k) of Section 8.2 9.01 as to the transfer of assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses if such restrictions apply only to the property or assets securing such Indebtedness, (eii) arise under customary provisions restricting assignments, subletting or other transfers (k) including the granting of Section 8.3, or (Bany Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other agreements entered into in the Ordinary Course of Business; (iii) that are or were created by virtue of any Lien granted upon, transfer of, agreement governing an Indebtedness permitted by clause (j) of Section 8.2to transfer or grant of, any option or (C) right with respect to any assets or Capital Stock not otherwise prohibited under this Loan Agreement; (iv) are set forth in any agreement for any Disposition of any Subsidiary (or all or substantially all of the assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Subsidiary pending such Disposition solely to the extent it relates only to property being sold in such Disposition; (v) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions on assignment customarily found were not entered into solely in contemplation of such Person becoming a Subsidiary; (vi) are customary restrictions in leases, subleases, licenses and or asset sale agreements otherwise permitted hereby so long as such restrictions relate solely to the assets subject thereto; (vii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (viii) are on cash, other Contracts, deposits or (z) net worth or similar restrictions imposed by any Person under any contract entered into in the case Ordinary Course of clause Business or for whose benefit such cash, other deposits or net worth or similar restrictions exist and to the extent limited solely to such assets; (iii)ix) arise under or as a result of applicable Law or the terms of any license, authorization, concession or permit provided by a Governmental Authority; (x) relating to any Indebtedness permitted by clauses asset (eor all of the assets) of or the Capital Stock of the Borrower or any Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Loan Agreement (fprovided that any such agreement with respect to the Borrower shall result in a Change of Control); (xi) set forth in any agreement relating to any Permitted Lien that limits the right of the Borrower or any Subsidiary to Dispose of or encumber the assets subject thereto so long as no such agreement prohibits any Loan Party from creating or granting a Lien on any of its properties or assets to secure the Obligations; and (xii) are amendments, modifications, restatements, refinancings or renewals of the agreements, contracts or instruments referred to in subclauses (i) through (xi) of Section 8.2this proviso; provided that such amendments, modifications, restatements, refinancings or renewals are not materially more 105 restrictive with respect to such encumbrances and restrictions than those contained in such predecessor agreements, contracts or instruments.

Restrictive Agreements, etc. None of Holdings, the Borrower or any of the Subsidiaries will enter into any agreement prohibiting (ix) the creation or [*] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, in favor of the Administrative Agent and the Secured Parties, or (iiy) the ability of the Borrower or any of the Subsidiaries to amend or otherwise modify any Loan DocumentHoldings, or (iii) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to (a) restrictions contained (x) in any Loan Investment Document, or (yb) in the case of clause (ix), (Ai) restrictions contained in any agreement governing any Indebtedness permitted by clauses (e) or (kj) of Section 8.2 as to the assets financed with the proceeds of such Indebtedness Indebtedness, (ii) prohibitions, restrictions and secured conditions imposed by Liens permitted by clauses Requirements of Law and (eiii) or customary provisions in contracts (k) of Section 8.3including leases, or (B) contained in any agreement governing an Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leasessubleases, licenses and sublicenses of Intellectual Property and/or other Contracts, or property) restricting the assignment thereof and (zc) in the case of clause (iiiy), (i) those imposed by Requirements of Law and (ii) prohibitions, restrictions and conditions contained in any Indebtedness permitted by clauses agreement or document relating to the consummation of a transaction which is conditioned upon (eA) the amendment, restatement, modification or replacement of this Agreement which would have the effect of consenting to such prohibition, restriction or condition or (fB) the repayment in full (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) of Section 8.2Obligations owing under this Agreement and the termination of the Commitments.

Restrictive Agreements, etc. None of the Borrower or No Credit Party shall, and no Credit Party shall permit any of the its Subsidiaries will to, enter into any agreement prohibiting (iother than a Transaction Document) prohibiting: (a) the creation or [*] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. assumption by any Credit Party of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, ; (iib) the ability of the Borrower or any of the Subsidiaries such Person to amend or otherwise modify any Loan Credit Document, ; or (iiic) the ability of the Borrower or any Subsidiary such Person to make any paymentsdividends, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investmentsCredit Parties. The foregoing prohibitions shall not apply to (i) customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained (x) in any Loan Document, or (y) in the case of clause (i)agreement, (A) contained in any agreement governing any Indebtedness permitted by clauses (eSection 9.01(d) or (k) of Section 8.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3Indebtedness, or (B) contained for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries entered into in any agreement governing an Indebtedness permitted by clause (j) the ordinary course of Section 8.2business, or (C) with respect to restrictions on for the assignment customarily found of any contract entered into by any Credit Party or any of its Subsidiaries in leases, licenses and other Contracts, the ordinary course of business or (zD) in for the case transfer of clause any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (ii) the agreements listed on Schedule 9.10, (iii), ) agreements in relation to the obligations set forth in Section 9.01(q) and (iv) any Indebtedness permitted subordination agreement entered into by clauses (e) or (f) of Section 8.2.the Administrative Agent and any applicable counterparty as required hereunder; DB1/ 110631747.4 104 DMSLIBRARY01\28390\059001\36918934.v2-5/20/20