Common use of Restrictive Agreements Clause in Contracts

Restrictive Agreements. The Borrowers will not, and will not permit any of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers or any other Subsidiary or to Guarantee Indebtedness of the Borrowers or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers will not, and Credit Parties will not permit any of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (other than this Agreement) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers or any Subsidiary Credit Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Credit Party that is a Subsidiary of another Credit Party to pay dividends or other distributions with respect to any shares of its capital stock or other equity interests or to make or repay loans or advances to the Borrowers or any other Subsidiary Credit Party or to Guarantee Indebtedness of the Borrowers or any other SubsidiaryCredit Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 8.8 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of stock or assets of a Subsidiary or any asset of a Credit Party pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts (excluding license agreements) restricting the assignment thereof.

Restrictive Agreements. The Borrowers will notNone of the Obligors is subject to any material indenture, and will not permit any of their Subsidiaries toagreement, directly or indirectly, enter into, incur or permit to exist any agreement instrument or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that Subsidiary (ieach, a “Restrictive Agreement”), in each case, except those listed on Schedule 7.15 or otherwise permitted under Section 9.11, or the following: (A) customary provisions in [***] Certain information in this document has been omitted and filed separately with the foregoing shall not apply Securities and Exchange Commission. Confidential treatment has been requested with respect to restrictions the omitted portions. contracts (including without limitation leases and conditions imposed by law or by this Agreementlicenses of Intellectual Property) restricting the assignment thereof, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating governing secured Permitted Indebtedness permitted under Sections 9.01(d), (i), (m) and (o), to Liens permitted by this Agreement if the extent that such restrictions or conditions apply only to the property or assets subject to securing such Indebtedness, (C) agreements (including licenses) entered into in connection with joint ventures, licensing arrangements or corporate collaborations that are permitted Lien under Sections 9.09 (c) and (v) clause (a) d), to the extent such agreements do not prohibit the Loans hereunder or the Liens granted in favor of the foregoing shall not apply Lenders (except for any new Intellectual Property co-owned by an Obligor and a joint venture/development partner or owned by a joint venture entity), and (D) any agreement in connection with the Excluded IP (each of such agreements listed in subclauses (A) to customary provisions in leases(D), licenses and other contracts restricting the assignment thereofa “Permitted Restrictive Agreement”).

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers No Borrower will, or will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon indirectly (a) enter into or assume any agreement (other than the Financing Documents, the Affiliated Financing Documents, and any agreements for purchase money debt permitted under clause (c) of the definition of Permitted Debt) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or (b) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the Financing Documents and the Affiliated Financing Documents) on the ability of the Borrowers any Subsidiary to: (i) pay or make Distributions to any Borrower or any Subsidiary Subsidiary; (ii) pay any Debt owed to create, incur any Borrower or permit any Subsidiary; (iii) make loans or advances to exist any Lien upon Borrower or any Subsidiary; or (iv) transfer any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect assets to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers or any other Subsidiary; provided that (i1) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by Law, by this Agreement or any other Financing Document, (2) restrictions or conditions imposed by any agreement relating to Liens secured Debt permitted by this Agreement if such restrictions or and conditions apply only to the property or assets subject to securing such permitted Lien and Debt, (v3) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts subleases restricting the assignment thereofthereof or the assets governed thereby and (4) any agreement in connection with an Asset Disposition permitted by Section 5.6 pending consummation of such Asset Disposition solely to the extent it relates only to property being sold in such Permitted Asset Disposition.

Restrictive Agreements. The Borrowers Borrower and Parent will not, and will not permit any of their Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, prohibits or restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Administrative Agent for the benefit of the Lenders upon any of its property or assetsProperty, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect make Restricted Payments to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document or any Senior Notes Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof of this Agreement identified on Schedule 6.08 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness or other obligations permitted by this Agreement if such restrictions or conditions apply only to the property Property or assets subject to securing such permitted Lien Indebtedness or other obligation, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and leases or other contracts agreements restricting the assignment thereof.

Restrictive Agreements. The Borrowers will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or other Equity Interests or to make or repay loans or advances to the Borrowers Company or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Company or any other Subsidiary; provided provided, that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject are customary for such Indebtedness and, with respect to such permitted Lien Indebtedness of any Loan Party, no more restrictive than the comparable restrictions and conditions set forth in the Loan Documents, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers No Borrower will not, and will not permit any of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers or any Subsidiary such Borrower to create, incur or permit to exist any Lien upon any of its property or assetsassets forming a part of the Collateral, or (b) the ability of any Subsidiary Borrower (other than the Company) to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers or any other Subsidiary Borrower or to Guarantee Indebtedness of the Borrowers or any other SubsidiaryBorrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Requirements of Law or by this Agreement, any Loan Document; (ii) the foregoing shall not apply to restrictions and conditions imposed on the Borrowers existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), ; (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset Borrower pending such sale, sale (provided that such restrictions and conditions apply only to the Subsidiary or asset Borrower that is to be sold and such sale is permitted hereunder, ); (iv) clause paragraph (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness; and (v) clause paragraph (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers REIT Guarantor and the Borrower will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any of the Borrowers Loan Parties or any Subsidiary of their respective Subsidiaries to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary of the Borrower’s Subsidiaries to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or of its Subsidiaries thereof, to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiaryof its Subsidiaries thereof or to transfer any of its property or assets to the Borrower or any of its Subsidiaries thereof; provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets (including Capital Stock of a Subsidiary or any asset Subsidiary) pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset assets that is are to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens Secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers will not, and will not permit any of their Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers US Borrower or any Subsidiary other Credit Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of the US Borrower to pay dividends or other distributions with respect to any shares of its capital stock or membership interests or to make or repay loans or advances to the Borrowers US Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers US Borrower or any other Subsidiaryof its Subsidiaries; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Applicable Law or by this Agreement, any Loan Document and provided further that (iix) the foregoing shall not apply to restrictions clauses (a) and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iiib) the foregoing above shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Person or any asset pending such sale, provided such restrictions and conditions apply only sale solely to the Subsidiary or asset that is to be sold and extent such sale is permitted hereunderunder Section 9.5, and (ivy) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such permitted Lien and (v) clause (a) of the foregoing above shall not apply to customary provisions in leases, sublease, licenses or sublicenses and other contracts restricting the assignment thereofthereof and negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 9.1(e) or (j), but solely to the extent such negative pledge or restriction relates to the Property financed by such Indebtedness.

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers any Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Borrower or any Subsidiary of the Borrowers or any other SubsidiaryBorrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed (A) by law or law, (B) by this AgreementAgreement or any other Loan Document, (C) by the documents governing the Private Placement Debt, (D) by documents listed on Schedule 7.8 hereto or (E) by any documents creating a Permitted Lien, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness, and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers will not, and will not permit any of their Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Borrower or any Subsidiary of the Borrowers or any other SubsidiaryBorrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law Law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness or Capital Lease Obligations permitted by this Agreement if so long as such restrictions or and conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions provision in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and nor will not it permit any of their its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions set forth in the Loan Documents and the Senior Note Documents (or any documents evidencing or relating to any Permitted Refinancing), (iii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 7.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Sponsor will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Sponsor or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, (b) the ability of any Credit Party to guarantee the Guaranteed Obligations or otherwise be a Credit Party pursuant to the Operative Documents or (bc) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrowers Sponsor or any other Subsidiary, to Guaranty Indebtedness of the Sponsor or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Sponsor or any Subsidiary of the Borrowers or any other SubsidiarySponsor; provided provided, however, that (i) the foregoing shall not apply to restrictions and or conditions set forth in Schedule 6.21 or restrictions or conditions imposed by law or by this Agreement or any other Operative Document, the Revolving Facility or the Senior Note Purchase Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, hereunder and (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement hereby if such restrictions or and conditions apply only to the property or assets subject to securing such permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject securing such Indebtedness, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any asset sale pending such sale, provided such restrictions and conditions apply only to such assets and such sale is permitted Lien hereunder and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary Guarantor to create, incur or permit to exist any Lien upon any of its property Pool Property or assetsthe Equity Interests in the Borrower or such Subsidiary Guarantor, or (b) the ability of any Subsidiary Guarantor to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrowers Borrower or any other SubsidiarySubsidiary Guarantor; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this AgreementAgreement or as otherwise approved by the Administrative Agent, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset Guarantor that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Except as set forth in this Agreement, Borrowers will shall not, and will shall not permit any of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any agreement “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers a Borrower or any Subsidiary to create, incur or permit suffer to exist any Lien upon any of its property or assetsassets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by Borrowers or any Subsidiary, or pay dividends any Indebtedness owed to Borrowers or other distributions with respect to any shares of its capital stock a Subsidiary, or to make or repay loans or advances to the Borrowers or any other Subsidiary Subsidiaries, or transfer any of its property or assets to Guarantee Indebtedness of the Borrowers or any other SubsidiarySubsidiaries; provided that except for such encumbrances or restrictions existing under or by reason of (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementapplicable law, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to customary provisions restricting subletting or assignment of any amendment or modification expanding the scope of, any such restriction or condition)lease governing a leasehold interest, (iii) customary provisions restricting assignment of any licensing agreement entered into in the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale ordinary course of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunderbusiness, (iv) clause (a) customary provisions restricting the transfer or further encumbering of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating assets subject to Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such permitted Lien and under Section 5.9(f) hereof, (v) clause (a) customary restrictions affecting only a Subsidiary under any agreement or instrument governing any of the foregoing shall not apply Indebtedness of a Subsidiary permitted pursuant to customary provisions in leases, licenses and other contracts restricting the assignment thereof.Section 5.8 hereof,

Restrictive Agreements. The Borrowers will not, and will not permit Neither the Borrower nor any of their Subsidiaries toSubsidiary will, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets to secure any Secured Obligations or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Domestic Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Domestic Subsidiary; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law Law or by this Agreementany Loan Document, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), and (iiiC) in the case of any Subsidiary that is not a wholly owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by clause (v), (vi), (vii), (viii) or (xi) of Section 6.01(a) if such restrictions or conditions apply only to the property or assets securing such Indebtedness or (B) customary provisions in leases and other agreements restricting the assignment thereof and (iii) clause (b) of the foregoing shall not apply to (A) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Subsidiary, or any asset a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such restrictions and conditions apply only to the Subsidiary Subsidiary, or asset the business unit, division, product line or line of business, that is to be sold and such sale is permitted hereunder, or (ivB) clause (a) of the foregoing shall not apply to restrictions or and conditions imposed by any agreement agreements relating to Liens Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by this Agreement if clause (vii) of Section 6.01(a) (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), provided that such restrictions or and conditions apply only to the property or assets subject to such permitted Lien Subsidiary, and (vC) clause (a) restrictions and conditions imposed by agreements relating to Indebtedness of Foreign Subsidiaries permitted under Section 6.01(a), provided that such restrictions and conditions apply only to Foreign Subsidiaries. Nothing in this Section shall be deemed to modify the requirements set forth in the definition of the foregoing shall not apply to customary provisions in leasesterm “Collateral and Guarantee Requirement” or the obligations of the Loan Parties under Sections 5.03, licenses and other contracts restricting 5.04 or 5.12 or under the assignment thereofSecurity Documents.

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers any Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other SubsidiarySubsidiary or to transfer any of its assets to the Borrower or any other Subsidiary of the Borrower; provided PROVIDED that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness, (iv) customary provisions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof and (v) clause any such restriction in existence on the date hereof identified on Schedule 8.21 that would not reasonably be expected have a Material Adverse Effect (a) of the foregoing but shall not apply to customary provisions in leasesany extension or renewal of, licenses and other contracts restricting or any amendment or modification expanding the assignment thereofscope of, any such restriction or condition).

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their Subsidiaries other Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary other Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary Loan Party to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary Loan Party or to Guarantee Indebtedness of the Borrowers Borrower or any other SubsidiaryLoan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset Loan Guarantor pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset Loan Guarantor that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured purchase money Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and nor will not it permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.07 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any applicable law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to such assets or the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers any Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assetsassets (unless such agreement or arrangement does not prohibit, restrict or impose any condition upon the ability of any Loan Party to create, incur or permit to exist, or the ability of the Administrative Agent to exercise any right or remedy with respect to, any Lien in favor of the Secured Parties created under the Loan Documents) or (b) the ability of any Subsidiary to pay dividends or make other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this Agreementthe Loan Documents, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof Agreement Date identified on Schedule 6.08 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), and (iiiC) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset subsidiary pending such sale, ; provided that such restrictions and conditions apply only to the its Subsidiary or asset that is to be sold and such sale is permitted hereunder, (ivii) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness, and (viii) clause (a) of the foregoing this Section shall not apply to customary provisions in leases, licenses and other contracts agreements restricting the assignment thereof.

Restrictive Agreements. The Borrowers Company will not, and nor will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Company or any Subsidiary to create, incur or permit to exist any Lien securing Obligations or any refinancing thereof upon any of its property or assetsassets actually owned by it, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Company or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions customary provisions included in licenses, contracts, leases, agreements and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition)other instruments restricting assignment and/or encumbrance, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers will notNot, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.06 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets that secures the Secured Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers or any other Subsidiary Loan Party or to Guarantee Indebtedness of the Borrowers or any other SubsidiaryLoan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof, and (vi) clause (b) of the foregoing shall not apply to customary restrictions or conditions agreed to or imposed in connection with any Qualifying IPO Restructuring or Qualifying IPO.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 7.10 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing this Section shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers will not, and will not permit any of their Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Borrower or any Subsidiary of the Borrowers or any other SubsidiaryBorrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law Law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness or Capital Lease Obligations permitted by this Agreement if so long as such restrictions or and conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions provision in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Anything herein or any other Loan Document to the contrary notwithstanding, the Parent will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur create or permit otherwise allow to exist any agreement or restriction (other arrangement than a Loan Document or any "Loan Document" as defined in the Related Facilities) that prohibits, (i) prohibits or restricts the creation or imposes assumption of any condition Lien upon (a) the ability any Property of the Borrowers Parent, the Borrower or any Restricted Subsidiary in favor of any Person, including without limitation the Banks, (ii) prohibits or restricts any Restricted Subsidiary from executing any guarantee which may be required under Section 9.7 hereof, (iii) requires any obligation of the Parent or any Subsidiary to createbe secured by any Property of the Parent or any Restricted Subsidiary if any obligation of the Parent or such Subsidiary to the Banks is secured in favor of another Person, incur or permit to exist any Lien upon any of its property or assetsincluding without limitation the Banks, or (biv) prohibits or restricts the ability of (A) any Restricted Subsidiary (1) to pay dividends or make other distributions with respect to any shares of its capital stock or to make or repay loans contributions or advances to the Borrowers Parent or any other Subsidiary or Restricted Subsidiary, (2) to Guarantee Indebtedness of repay loans and other indebtedness owing by it to the Borrowers Parent or any other Restricted Subsidiary; provided that , (i3) to redeem equity interests held by it by Parent or any other Restricted Subsidiary, or (4) to transfer any of its assets to the Parent or any other Restricted Subsidiary, or (B) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary Parent or any asset pending such sale, provided such restrictions other Restricted Subsidiary to make any payments required or permitted under the Loan Documents or any Related Facility or otherwise prohibit or restrict compliance by the Parent and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereofSubsidiaries thereunder.

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers any Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers will not, Bluestem shall not and will shall not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers or Bluestem, any Subsidiary or the Company to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers or Bluestem, any other Subsidiary or to Guarantee Indebtedness of the Borrowers Bluestem or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Credit Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Closing Date identified on Schedule 6.08 1.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding modification, in each case, which expands the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Bluestem Letter Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases of Bluestem or any Subsidiary and other contracts restricting the assignment thereofthereof and (vi) the foregoing shall not apply to restrictions and conditions of the type imposed by any Bluestem Inventory Loan Document or any Senior Subordinated Document, in each case, as in effect as of the date hereof.

Restrictive Agreements. The Borrowers will not, and will not permit any of their Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement (other than any Contractual Obligation binding on any HMO Subsidiary or other arrangement Insurance Subsidiary) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or Restricted Subsidiary, to Guarantee Indebtedness of the Borrowers Borrower or any other SubsidiaryRestricted Subsidiary or to transfer any of its property or assets to the Borrower or any Restricted Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law Law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness or Capital Lease Obligations permitted by this Agreement if so long as such restrictions or and conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions provision in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assetsthe Collateral, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers any Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Neither Holdings nor the Borrower will, nor will not, and will not they permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document or Senior Subordinated Debt Document, or the terms of any Additional Senior Subordinated Notes (to the extent such restrictions or conditions are no more restrictive than those with respect to Senior Subordinated Notes), (ii) the foregoing shall not apply to restrictions and conditions existing on or about the date hereof and identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and nor will not it permit any of their Subsidiaries Subsidiary Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset assets that is are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers will notNeither the Borrower nor Parent will, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing restrictions contained in this Section 7.8 shall not apply to (i) restrictions and conditions imposed by law or by this AgreementAgreement or as otherwise approved by the Administrative Agent, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject securing such Indebtedness, or ownership interests in the obligors with respect to such permitted Lien Indebtedness, and (viv) solely with respect to clause (a) of the foregoing shall not apply to customary ), provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Such Obligor will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers or any other Subsidiary or to Guarantee Indebtedness of the Borrowers or any other SubsidiaryRestrictive Agreement; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreementthe Loan Documents, (ii) the foregoing shall not apply any agreement to restrictions and conditions existing which Borrower or any of its Subsidiaries is party on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition)hereof, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and do not restrict the Obligations, the grant of security interest in the Collateral, or the exercise of remedies by the Lenders against the Borrower or the Collateral following an Event of Default, as contemplated by the Loan Documents, (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereofthereof and (vi) restrictions or conditions imposed by any agreement relating to Permitted Priority Debt or Permitted Cure Debt, provided that they do not restrict the Obligations, the grant of security interest in the Collateral, or the exercise of remedies by the Lenders against the Borrower or the Collateral following an Event of Default, as contemplated by the Loan Documents.

Restrictive Agreements. The Borrowers will notNeither Borrower nor any Subsidiary is subject to any indenture, and will not permit any of their Subsidiaries toagreement, directly or indirectly, enter into, incur or permit to exist any agreement instrument or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets (other than (x) customary provisions in contracts (other than any such contracts relating to Material Intellectual Property) restricting the assignment thereof, (y) restrictions or conditions imposed by any agreement governing secured Permitted Indebtedness permitted under Section 9.01(h), to the extent that such restrictions or conditions apply only to the property or assets securing such Indebtedness or (z) as such may apply to the interest of any Obligor in a Permitted Commercialization Arrangement Vehicle), or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other SubsidiarySubsidiary (each, a “Restrictive Agreement”), except those listed on Schedule 7.15 or otherwise permitted under Section 9.11; provided that provided, that, none of the following shall constitute Restrictive Agreements: (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale or other disposition of a Subsidiary or any asset assets pending such salesale or other disposition, provided provided, that, such restrictions and conditions apply only to the Subsidiary or asset assets that is are to be sold or otherwise disposed of and such sale or other disposition is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such permitted Lien hereunder and (vii) clause (a) any stockholder agreement, charter, bylaws or other organizational documents of Borrower or any Subsidiary as in effect on the foregoing shall not apply Closing Date, a copy of which has been provided to customary provisions in leases, licenses and other contracts restricting the assignment thereofAdministrative Agent.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectlyindirectly (i) enter into or assume any agreement (other than the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties or assets, enter into, incur whether now owned or permit hereafter acquired or (ii) create or otherwise cause or suffer to exist or become effective any agreement consensual encumbrance or other arrangement that prohibits, restricts or imposes restriction of any condition upon kind on the ability of any Subsidiary to: (a) the ability of the Borrowers pay or make Restricted Payments to Borrower or any Subsidiary Subsidiary; (b) pay any Indebtedness owed to create, incur Borrower or permit any Subsidiary; (c) make loans or advances to exist or from Borrower or any Lien upon Subsidiary; or (d) transfer any of its property or assets, assets to or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers from Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers or any other Subsidiary; provided that (i1) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementthe Loan Documents, (ii2) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified and contained in the documents listed on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition)6.7, (iii3) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv4) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v5) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers will not, and will not permit any of their Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist exist, any agreement or other arrangement that prohibits, restricts restricts, or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur incur, or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness guaranty indebtedness of the Borrowers Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this AgreementAgreement or the other Loan Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is, or asset the assets that is are, to be sold and such sale is permitted hereundera Permitted Disposition, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement a Permitted Lien if such restrictions or conditions apply only to the property or assets subject to such permitted Lien and Permitted Lien, (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment assignment, subletting or encumbrance thereof, provided that the Loan Parties shall use commercially reasonable efforts not to enter into leases, licenses and other contracts containing such provisions and (v) the foregoing shall not apply to restrictions on cash or other deposits permitted pursuant to the terms of this Agreement which are imposed by customers of the Borrower or any Subsidiary under contracts entered into in the ordinary course of business.

Restrictive Agreements. The Borrowers Neither the Parent nor Borrower will, nor will not, and will not it permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing restrictions contained in this Section 6.08 shall not apply to (i) restrictions and conditions imposed by law or by this AgreementAgreement or as otherwise approved by the Administrative Agent, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject securing or being financed with such Indebtedness, or ownership interests in the obligors with respect to such permitted Lien Indebtedness (to the extent they are not also obligors hereunder), and (viv) solely with respect to clause (a) of the foregoing shall not apply to customary ), provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, revenues or properties, whether now owned or hereafter acquired, (b) the ability of any Subsidiary to guarantee the Obligations or otherwise be a Loan Party pursuant to the Loan Documents or (bc) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary, to Guaranty Indebtedness of the Borrower or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Borrower or any Subsidiary of the Borrowers or any other SubsidiaryBorrower; provided provided, however, that (i) the foregoing shall not apply to restrictions and or conditions set forth in Schedule 7.7 or restrictions or conditions imposed by law or by this Agreement or any other Loan Document, the Franchise Facility or the Senior Note Purchase Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, hereunder and (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement hereby if such restrictions or and conditions apply only to the property or assets subject to securing such permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrowers will notNot, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness guarantee Debt of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.06 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof. SECTION 6.07.

Restrictive Agreements. The Borrowers Company will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Company or any Subsidiary to create, incur or permit to exist any Lien in favor of the Administrative Agent upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Company or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition)) or existing at the time of any acquisition, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted not prohibited hereunder, (iv) the foregoing shall not apply to restrictions and conditions imposed by any agreement relating to Indebtedness permitted by Section 6.01(h), (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers will not, and will not permit any of their Subsidiaries toNo Consolidated Entity will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers or any Subsidiary Consolidated Entity to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, or (b) the ability of any Subsidiary Consolidated Entity to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrowers or any other Subsidiary Consolidated Entity or to Guarantee Indebtedness of the Borrowers or any other SubsidiaryConsolidated Entity; provided PROVIDED that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany of the Loan Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement Section 6.01(d) if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and nor will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Each Loan Party will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or equity interest, to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary, to Guarantee the Obligations of the Borrower or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Borrower or any Subsidiary of the Borrowers or any other SubsidiaryBorrower; provided that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or law, by this Agreement, any other Loan Document (including the Intercreditor Agreement) or the ABL Facility (and related documents) as in effect on the Closing Date, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers will not, and will ---------------------- not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers any Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers or any other Subsidiary Borrower or to Guarantee Indebtedness of the Borrowers any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions -------- imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers New Parent or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers New Parent or any other Subsidiary or to Guarantee Indebtedness of the Borrowers New Parent or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Restatement Effective Date identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, ; provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist into any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock the Borrower or other Subsidiaries or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers or any other SubsidiarySubsidiaries; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law or by this Agreement, (iib) restrictions imposed by the foregoing shall not apply to Senior Notes Indentures and the Existing Credit Agreement, (c) restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.05 (or to any extension, amendment, modification, renewal or replacement thereof not expanding the scope of any such restriction or condition), (d) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such Subsidiary, (e) restrictions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and permitted by Section 6.02(e) (but shall apply to any amendment or modification expanding the scope of, of any such restriction or conditionrestriction), (iii) the foregoing shall not apply to customary provided that such restrictions and conditions apply only to such Subsidiary, or (f) customary restrictions contained in agreements relating to the sale of a Subsidiary or any asset assets pending such sale, provided sale to the extent that such restrictions and conditions apply only to the Subsidiary or asset that is assets to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Company will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other consensual arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Company or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Company or any other Subsidiary; provided PROVIDED that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or any asset assets of any Subsidiary) pending such sale, provided such restrictions and conditions apply only to the Subsidiary (or asset that is the assets) to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness (including in the case of Capital Lease Obligations, the assets subject to such permitted Lien thereto) and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereofthereof or to restrictions on Liens on assets transferred to the Company on a consignment basis.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares holders of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject securing such Indebtedness, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any asset sale pending such sale, provided such restrictions and conditions apply only to such assets and such sale is permitted Lien hereunder and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereofthere.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness the Obligations of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses imposed by any agreement relating to unsecured Indebtedness permitted by this Agreement that provide for the imposition of equal and other contracts restricting ratable Liens to secure such Indebtedness if Liens are granted to secure the assignment thereofObligations.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.06 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) (in the case of clause (a) of the foregoing shall not apply to above) restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereofthereof and (v) restrictions or conditions imposed by any agreement relating to Non-Recourse Indebtedness permitted by this Agreement.

Restrictive Agreements. The Borrowers Company will not, not and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of the Borrowers or any Subsidiary Choice One Company to create, incur create or permit to exist any Lien upon on any of its property or assetsproperty, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Company or any other Subsidiary or to Guarantee Indebtedness Debt of the Borrowers Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by the Notes or this AgreementIndenture, or any Preferred Equity Document, or any Senior Facility Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Debt permitted by the Notes or this Agreement Indenture if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Debt and (v) clause (a) of the foregoing shall this Section 4.21shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Borrower or any Subsidiary of the Borrowers or any other SubsidiaryBorrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement, any other Transaction Document, the Loan Facility Agreement, the Rosey Rentals Loan Facility Agreement, the 2002 Note Agreement, or the 2005 Note Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness, and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers or any other Subsidiary or to Guarantee Indebtedness of the Borrowers or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Parent and the Borrower will not, and will not permit any of their Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Parent, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary of the Borrower to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrowers Parent, the Borrower or any other Subsidiary or of the Borrower, to Guarantee Indebtedness of the Borrowers Parent, the Borrower or any other SubsidiarySubsidiary of the Borrower or to transfer any of its property or assets to the Parent, the Borrower or any Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers will not, Borrower shall not and will shall not permit any of their its Material Subsidiaries to, directly or indirectly, enter into, incur into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon on (a) the ability of the Borrowers Borrower or any Material Subsidiary to create, incur create or permit to exist any Lien upon on any of its property or assets, or (b) the ability of any Material Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Material Subsidiary or to Guarantee Indebtedness Debt of the Borrowers Borrower or any other Material Subsidiary; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.08 6.10 (but shall apply to any amendment or modification expanding the scope of, or any extension or renewal of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of the Borrower or any asset such Material Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary of the Borrower or asset any such Material Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Debt and (v) clause (a) of the foregoing this Section shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Parent and the Borrower will not, and will not permit any of their Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Parent, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets, assets or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions to the Borrower or the ability of the Borrower or any Restricted Subsidiary to pay dividends or other distributions to the Parent, in each case, with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Parent or the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrowers Parent, the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or law, by this AgreementAgreement or the Unsecured Notes Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or asset subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers will notEnter into, and will not incur or permit to exist, or permit any of their Subsidiaries to, directly or indirectly, Subsidiary to enter into, incur or permit to exist exist, any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers any Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of the Agent or the Lenders, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers or any other Subsidiary or the ability of the Guarantors to Guarantee Indebtedness of the Borrowers or any other SubsidiaryBorrowers; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 7.14 hereto (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), ) and (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted to be incurred by the Borrowers or their Subsidiaries under the terms of this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereofIndebtedness.

Restrictive Agreements. The Borrowers will not, and will not permit any of their Subsidiaries to, directly or indirectly, enter Enter into, incur or permit to exist any agreement (other than any Contractual Obligation binding on any HMO Subsidiary or other arrangement Insurance Subsidiary) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or Capital Stock, to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or Restricted Subsidiary, to Guarantee Indebtedness of the Borrowers Borrower or any other SubsidiaryRestricted Subsidiary or to transfer any of its property or assets to the Borrower or any Restricted Subsidiary of the Borrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law Law or by this AgreementAgreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness or Finance Lease Liabilities permitted by this Agreement if so long as such restrictions or and conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions provision in leases, licenses and other contracts leases restricting the assignment thereof. Section 7.9.

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock equity interest or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock (which term includes all shares, stock and other equivalents of and interests in equity) or to make or repay loans loans, advances or advances other obligations to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause the foregoing shall not apply to a Project Financing Subsidiary, and (av) of the foregoing shall not apply to restrictions and conditions set forth or conditions imposed by to be set forth in any agreement relating to Liens permitted by this Agreement if such restrictions or conditions apply only indenture pertaining to the property or assets subject to such permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereofNew Senior Notes.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property assets or assetsproperties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or common stock, to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to Guarantee Indebtedness transfer any of its property or assets to the Borrower or any Subsidiary of the Borrowers or any other SubsidiaryBorrower; provided provided, that (i) the foregoing shall not apply to restrictions and or conditions imposed by law or by this Agreement or any other Loan Document, the Existing Revolving Credit Agreement (or any replacement credit agreement) or the Note Purchase Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or and conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Loan Parties will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Loan Parties or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Loan Parties or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Loan Parties or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment or subleasing thereof.

Restrictive Agreements. The Borrowers Neither Holdings nor the Borrower will, nor will not, and will not they permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided PROVIDED that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document or Senior Subordinated Debt Document, or the terms of any Additional Senior Subordinated Notes (to the extent such restrictions or conditions are no more restrictive than those with respect to Senior Subordinated Notes), (ii) the foregoing shall not apply to restrictions and conditions existing on or about the date hereof and identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers any Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assetsassets (unless such agreement or arrangement does not prohibit, restrict or impose any condition upon the ability of any Loan Party to create, incur or permit to exist, or the ability of the Administrative Agent to exercise any right or remedy with respect to, any Lien in favor of the Secured Parties created under the Loan Documents) or (b) the ability of any Subsidiary to pay dividends or make other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this Agreementthe Loan Documents, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof Agreement Date identified on Schedule 6.08 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), and (iiiC) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset subsidiary pending such sale, provided that such restrictions and conditions apply only to the its Subsidiary or asset that is to be sold and such sale is permitted hereunder, (ivii) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness, and (viii) clause (a) of the foregoing this Section shall not apply to customary provisions in leases, licenses and other contracts agreements restricting the assignment thereof.

Restrictive Agreements. The Borrowers will not, and will not permit any of their Subsidiaries toNo Consolidated Entity will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers or any Subsidiary Consolidated Entity to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, or (b) the ability of any Subsidiary Consolidated Entity to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrowers or any other Subsidiary Consolidated Entity or to Guarantee Indebtedness of the Borrowers or any other SubsidiaryConsolidated Entity; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany of the Loan Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof or, in the case of Inveresk and its subsidiaries, on the First Borrowing Date, in each case identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or the asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement Section 6.01(d) or Section 6.01(g) if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers any Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assetsassets (unless such agreement or arrangement does not prohibit, restrict or impose any condition upon the ability of any Loan Party to create, incur or permit to exist, or the ability of the Administrative Agent to exercise any right or remedy with respect to, any Lien in favor of the Secured Parties created under the Loan Documents) or (b) the ability of any Subsidiary to pay dividends or make other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by this Agreementthe Loan Documents, (iiB) the foregoing shall not apply to restrictions and conditions existing on the date hereof Closing Date identified on Schedule 6.08 7.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), and (iiiC) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset subsidiary pending such sale, sale provided that such restrictions and conditions apply only to the its Subsidiary or asset that is to be sold and such sale is permitted hereunder, (ivii) clause (a) of the foregoing this Section shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness, and (viii) clause (a) of the foregoing this Section shall not apply to customary provisions in leases, licenses and other contracts agreements restricting the assignment thereof.

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers any Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Company will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts prohibits or imposes any material condition upon (a) the ability of the Borrowers Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Company or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.07 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness (including, without limitation, in respect of Capital Lease Obligations) permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Neither Parent nor the Borrower will, nor will not, and will not they permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Parent, the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions (A) existing on the date hereof Closing Date identified on Schedule 6.08 6.06 or (but B) existing on the Acquisition Date and identified on a supplement to Schedule 6.06 delivered pursuant to Section 9.02 (but, in the case of each of clauses (A) and (B), shall apply to any extension or renewal of, or any amendment or modification materially expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset or property pending such sale, provided such restrictions and conditions apply only to the Subsidiary Subsidiary, asset or asset property that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien and Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and licenses, or other contracts restricting subletting or the assignment thereof.,

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to restrictions and conditions imposed under the Existing Securitization Facility or the GAMI Loan Documents, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or conditioncondition other than any extension, renewal, amendment, modification or refinancing of the obligations of Topps Ireland Limited to Ulster Bank which such obligations shall not exceed $7.2 million in the aggregate), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Company will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist into any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock the Company or other Subsidiaries or to make or repay loans or advances to the Borrowers Company or any other Subsidiary or to Guarantee Indebtedness of the Borrowers or any other SubsidiarySubsidiaries; provided that (i) provided, that, the foregoing shall not apply to (a) restrictions and conditions imposed by law or by this Agreement; (b) restrictions imposed by the Senior Notes Indentures and the Term Loan Credit Agreement; (c) restrictions existing on the Closing Date identified on Schedule 6.05 (or to any extension, amendment, modification, renewal or replacement thereof not expanding the scope of any such restriction or condition); (iid) in the foregoing shall case of any Subsidiary that is not apply to a wholly-owned Subsidiary, restrictions imposed by its organizational documents or any related joint venture or similar agreement; provided, that, such restrictions and conditions existing on apply only to such Subsidiary; (e) restrictions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the date hereof identified on Schedule 6.08 time such Subsidiary became a Subsidiary and permitted by Section 6.02(e) (but shall apply to any amendment or modification expanding the scope of, of any such restriction or conditionrestriction); provided, (iii) the foregoing shall not apply to customary that, such restrictions and conditions apply only to such Subsidiary; (f) customary restrictions contained in agreements relating to the sale of a Subsidiary or any asset assets pending such sale, provided sale to the extent that such restrictions and conditions apply only to the Subsidiary or asset that is assets to be sold and such sale is permitted hereunder, ; or (ivg) clause (a) of the foregoing shall not apply restrictions contained in any Permitted Securitization Documents with respect to restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereofSpecial Purpose Securitization Subsidiary.

Restrictive Agreements. The Borrowers No Company Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Company Party or any Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Company or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Transaction Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof Commencement Date identified on Schedule 6.08 6.09 to the Loan Agreement (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement Note if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers will Parent Guarantor shall not, and will shall not permit any of their Subsidiaries Restricted Entity to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (other than this Agreement or any other Credit Document) that prohibits, restricts or imposes any condition upon (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrowers Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of the Parent Guarantor or any Subsidiary to Guarantee the Debt of the Borrower or (iii) of the Parent Guarantor or any Subsidiary to create, incur incur, assume or permit suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit (A) any Lien upon negative pledge incurred or provided in favor of any holder of its Capital Lease obligations or Debt otherwise permitted hereunder solely to the extent (1) any such negative pledge applies to the property financed by or assets, the subject of such Debt and (2) such property is not Collateral at the time such negative pledge is incurred or provided for or (B) the negative pledges under the Senior Notes Indenture as the same are in effect on the date hereof and without giving effect to any amendments thereto after the date hereof; or (b) requires the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers or any other Subsidiary or to Guarantee Indebtedness of the Borrowers or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale grant of a Subsidiary or any asset pending Lien to secure an obligation of such sale, provided such restrictions and conditions apply only Person if a Lien is granted to secure the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such permitted Lien and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereofObligations.

Restrictive Agreements. The Borrowers will not, and will not permit any of their Subsidiaries to, directly Directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, prohibits or materially restricts or imposes any material condition upon (a) the ability of the Borrowers Holdings, any Borrower or any other Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers any Borrower or any other Subsidiary or to Guarantee guarantee Indebtedness of the Borrowers any Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 7.15 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset property or assets of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to customary restrictions and conditions contained in joint venture agreements, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other similar contracts restricting the subletting, assignment or transfer thereof, or any property or asset the subject thereof.

Restrictive Agreements. The Borrowers Loan Parties will not, not and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Loan Parties or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment or subleasing thereof.

Restrictive Agreements. The Borrowers Loan Parties will not, not and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Loan Parties or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; , provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 SCHEDULE 6.9 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided PROVIDED such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment or subleasing thereof.

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law Requirement of Law, by any Loan Document or by this Agreementany Term Loan Document (or, after a Successful IPO, any document governing Unsecured Debt), (ii) the foregoing (shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on as of the date hereof identified on Schedule 6.08 in the Amended Senior Secured Credit Facilities (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) (in the case of clause (a) of the foregoing shall not apply to above) restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereofthereof and (v) restrictions or conditions imposed by any agreement relating to any collateral securing Indebtedness permitted by this Agreement.

Restrictive Agreements. The Borrowers No Loan Party will, nor will not, and will not it permit any of their Subsidiaries Subsidiary to, directly or indirectly, indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers such Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing (A) on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition)) or (B) on the date a Subsidiary of the Borrower becomes a Subsidiary so long as the agreement related thereto was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale sale, lease or disposition of a Subsidiary or any asset assets pending such saletransaction, provided such restrictions and conditions apply only to the Subsidiary or asset assets that is to be sold are the subject of such transaction and such sale transaction is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Parent and the Borrower will not, and will not permit any of their Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Parent, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property Property or assets, assets or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions to the Borrower or the ability of the Borrower or any Restricted Subsidiary to pay dividends or other distributions to the Parent, in each case, with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Parent or the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrowers Parent, the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or law, by this AgreementAgreement or the Unsecured Notes Documents, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or asset subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property Property or assets subject to securing such permitted Lien Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and nor will not it permit any of their its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law law, this Agreement or by this Agreementthe Indenture (or any documents evidencing or relating to the issuance of any permitted Senior Notes or any permitted refinancing of the Senior Notes), (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 7.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (viv) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their its Subsidiaries to, directly or indirectlyindirectly (i) enter into or assume any agreement (other than the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties or assets, enter into, incur whether now owned or permit hereafter acquired or (ii) create or otherwise cause or suffer to exist or become effective any agreement consensual encumbrance or other arrangement that prohibits, restricts or imposes restriction of any condition upon kind on the ability of any Subsidiary to: (a) the ability of the Borrowers pay or make Restricted Payments to Borrower or any Subsidiary Subsidiary; (b) pay any Indebtedness owed to create, incur Borrower or permit any Subsidiary; (c) make loans or advances to exist or from Borrower or any Lien upon Subsidiary; or (d) transfer any of its property or assets, assets to or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers from Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers or any other Subsidiary; provided that (i1) the foregoing shall not apply to restrictions and conditions imposed by law Law or by this Agreementthe Loan Documents, (ii2) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified and contained in the documents listed on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition)6.7, (iii3) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv4) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (v5) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Borrower will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 G (but shall apply to and any extension or renewal of, or any amendment or modification not expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens any Lien permitted by this Agreement if but only to the extent that such restrictions or conditions apply only to the property or assets subject to which such permitted Lien attaches and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Company will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Equity Interests or to make or repay loans or advances to the Borrowers Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreementany Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.09 (but shall apply to any amendment or modification expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to restrictions contained in Seller Notes or in the organizational documents of or any shareholder or similar agreements with respect to any Subsidiary in which minority Equity Interests are owned by Persons other than the Company and the Subsidiaries; provided, that such restrictions relate only to such Subsidiary, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (ivv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Indebtedness and (vvi) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereof.

Restrictive Agreements. The Borrowers Company will not, and will not permit any of their Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement (other than this Agreement) that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock Capital Stock or to make or repay loans or advances to the Borrowers Company or any other Subsidiary or to Guarantee Indebtedness of the Borrowers Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Indebtedness permitted by this Agreement Section 6.01(d) if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien and Indebtedness or the Subsidiary owning such property or assets, (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses leases and other contracts restricting the assignment thereofthereof and (vi) clause (b) of the foregoing shall not apply to restrictions or conditions imposed by the organizational documents of any Joint Venture to the extent that an investment in such Joint Venture is permitted by Section 6.04(j).

Restrictive Agreements. The Borrowers Company will not, and will not permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers Company or any other Subsidiary or to Guarantee Indebtedness guarantee Debt of the Borrowers Company or any other Subsidiary; provided provided, that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 10.15 (but shall apply to any extension or renewal, or any amendment or modification modification, expanding the scope of, of any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Liens secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to securing such permitted Lien Debt, and (v) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts leases restricting the assignment thereof.

Restrictive Agreements. The Borrowers Neither the Parent nor any Borrower will, nor will not, and will not it permit any of their its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers a Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrowers a Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrowers a Borrower or any other Subsidiary; provided that (i) the foregoing restrictions contained in this Section 6.08 shall not apply to (i) restrictions and conditions imposed by law or by this AgreementAgreement or as otherwise approved by the Administrative Agent, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iviii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject securing or being financed with such Indebtedness, or ownership interests in the obligors with respect to such permitted Lien Indebtedness (to the extent they are not also obligors hereunder), and (viv) solely with respect to clause (a) of the foregoing shall not apply to customary ), provisions in leases, licenses and other contracts leases restricting the assignment thereof.