No Borrower will, and no Borrower will permit any of the other Loan Parties to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Loan Party to # pay dividends or make any other distributions on its Equity Interest owned by any Borrower or any other Loan Party, or pay any Indebtedness owed to any Borrower or any other Loan Party, # make loans or advances to any Borrower or any other Loan Party or # transfer any of its properties or assets to any Borrower or any other Loan Party, except for such encumbrances or restrictions existing under or by reason of # Applicable Laws regulation or order, # this Agreement and the other Loan Documents, # customary provisions restricting subletting, transfer, license or assignment of any lease governing any leasehold interest of any Borrower or any other Loan Party or otherwise relating to the assets subject thereto, # customary provisions restricting transfer, license or assignment of any licensing agreement or other contract (or otherwise relating to the assets subject thereto) entered into by any Borrower or any other Loan Party in the Ordinary Course of Business, # restrictions on the transfer of any asset or Subsidiary pending the close of a permitted sale of such asset or Subsidiary, # restrictions on the transfer of any asset subject to a Lien permitted by [Sections 7.1(c), (f), (h), (n) or (o)])])])])]; # negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under [Section 7.4] but only if such negative pledge or restriction expressly permits Liens for the benefit of the [[Organization B:Organization]] and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis; # encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the Ordinary Course of Business; # the Junior Lien Documents and any agreements governing any Permitted Refinancing thereof; # contractual obligations which exist on the Closing Date and (to the extent not otherwise permitted by this [Section 7.8]) are listed on [Schedule 7.8(c)]; # restrictions binding on a Loan Party at the time such Loan Party first becomes a Loan Party through a joinder to the Loan Documents, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Loan Party; # restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; and # an agreement effecting a renewal, replacement, refinancing, restructuring and extension of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in [clause (i) through (xii) above]; provided that

Section # No Restrictions. Except as provided herein, the Borrower will, and no Borrower willshall not, nor shall it permit any of the other Loan Partiesits Restricted Subsidiaries to, directly or indirectly,indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of the Borrower or any suchRestricted Subsidiary of a Loan Party toto: # pay dividends or make any other distributionsdistribution on its Equity Interestany Restricted Subsidiary’s capital stock or other equity interests owned by any Borrowersuch Loan Party or any other Loan Party, orRestricted Subsidiary, # pay any Indebtedness owed to any BorrowerLoan Party or any other Loan Party,Restricted Subsidiary, # make loans or advances to any BorrowerLoan Party or any other Loan Party orRestricted Subsidiary, # transfer any of its properties or assetsProperty to any BorrowerLoan Party or any other Restricted Subsidiary, or # guarantee the Secured Obligations and/or grant Liens on its assets to the Administrative Agent as required by the Loan Party, except forDocuments; provided that the foregoing shall not apply to # restrictions and conditions existing on the date hereof identified on [Schedule 8.21] (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such encumbrancesrestriction or restrictions existing under or by reason of # Applicable Laws regulation or order, # this Agreement and the other Loan Documents,condition), # customary provisions restricting subletting, transfer, license or assignment of any lease governing any leasehold interest of any Borrower or any other Loan Party or otherwiserestrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets subject thereto,pending such sale; provided, such restrictions and conditions apply only to the Restricted Subsidiary or such assets that are to be sold and such sale is permitted hereunder, # customary provisions restricting transfer, licenserestrictions or assignment ofconditions imposed by any licensing agreement or other contract (or otherwise relating to the assets subject thereto) entered into by any Borrowersecured Indebtedness permitted hereunder or any other Loan Party in the Ordinary Course of Business, # restrictions on the transferencumbrance of specific property encumbered to secure payment of particular permitted Indebtedness; # any assetnegative pledge incurred or Subsidiary pending the close of a permitted sale of such asset or Subsidiary, # restrictions on the transfer of any asset subject to a Lien permitted by [Sections 7.1(c), (f), (h), (n) or (o)])])])])]; # negative pledges and restrictions on Liensprovided in favor of any holder of Indebtedness for borrowed money permitted under [Section 7.4] but only if8.07(b) or 8.07(u)])] to the extent that any such negative pledge or restriction expressly permits Liens for the benefit of the [[Organization B:Organization]] and the Lenders with respectrelates solely to the credit facilities established hereunder andproperty financed by or the Obligations under the Loan Documents on a senior basis and without a requirement that such holderssubject of such Indebtedness be secured by such Liens equallyIndebtedness, # customary provisions in leases and ratably or on a junior basis; # encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into incontracts restricting the Ordinary Course of Business; # the Junior Lien Documents and any agreements governing any Permitted Refinancing thereof; # contractual obligations which exist on the Closing Date and (to the extent not otherwise permitted by this [Section 7.8]) are listed on [Schedule 7.8(c)]; # restrictions binding on a Loan Party at the time such Loan Party first becomes a Loan Party through a joinder to the Loan Documents, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Loan Party; # restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder;assignment thereof and # an agreement effecting a renewal, replacement, refinancing, restructuring and extension of Indebtedness issued, assumedapplicable law, rule, regulation or incurred pursuant to an agreement or instrument referred to in [clause (i) through (xii) above]; provided that order (including agreements with regulatory authorities).

Enter into, or permit to exist, any Contractual Obligation (except for this Agreement and no Borrower will permit any of the other Loan Parties to, directlyDocuments) that encumbers or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction onrestricts the ability of any such Loan PartyPerson to # pay dividends orto act as a Loan Party;, # make Restricted Payments to any other distributions on its Equity Interest owned by any Borrower or any other Loan Party, or# pay any Indebtedness or other obligation owed to any Borrower or any other Loan Party, # make loans or advances to any BorrowerLoan Party, or # create any Lien upon any of their properties or assets, whether now owned or hereafter acquired, except, in the case of clause (a)(v) only, for any document or instrument governing Indebtedness incurred pursuant to Section 7.02(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; provided that # the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, # the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on [Schedule 7.09] (but shall apply to any extension or renewal of, or any other Loan Partyamendment or modification expanding the scope of, any such restriction or condition), # transfer any of its properties or assetsthe foregoing shall not apply to any Borrower or any other Loan Party, except for such encumbrances orcustomary restrictions existing under or by reason of # Applicable Laws regulation or order, # this Agreement and the other Loan Documents, # customary provisions restricting subletting, transfer, license or assignment of any lease governing any leasehold interest of any Borrower or any other Loan Party or otherwiseconditions contained in agreements relating to the assets subject thereto,sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, and # the foregoing shall not apply to customary provisions in leases and other contracts restricting transfer, license orthe assignment of any licensing agreement or other contract (or otherwise relating to the assets subject thereto) entered into by any Borrower or any other Loan Party in the Ordinary Course of Business, # restrictions on the transfer of any asset or Subsidiary pending the close of a permitted sale of such asset or Subsidiary, # restrictions on the transfer of any asset subject to a Lien permitted by [[Sections 7.1(c), (f), (h), (n) or (o)])])])])]])])])])]; # negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under [Section 7.4] but only if such negative pledge or restriction expressly permits Liens for the benefit of the ​ and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis; # encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the Ordinary Course of Business; # the Junior Lien Documents and any agreements governing any Permitted Refinancing thereof; # contractual obligations which exist on the Closing Date and (to the extent not otherwise permitted by this [Section 7.8]) are listed on [Schedule 7.8(c)]; # restrictions binding on a Loan Party at the time such Loan Party first becomes a Loan Party through a joinder to the Loan Documents, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Loan Party; # restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; and # an agreement effecting a renewal, replacement, refinancing, restructuring and extension of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in [clause [(i) through (xii) above]]; provided thatthereof.

Section # Limitation on Certain Restrictive Agreements. The Borrower will,will not, and no Borrower will not permit any of the other Loan Partiesits Subsidiaries to, directly or indirectly, createenter into, incur or otherwise causepermit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon # the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or become effective any consensual encumbranceassets as security for Indebtedness, or restriction on# the ability of any such Loan PartySubsidiary to # pay dividendsmake Capital Distributions or make any other distributions oninterest or participation in its Equity Interestprofits owned by anythe Borrower or any other Loan Party,Subsidiary of the Borrower, or pay any Indebtedness owed to anythe Borrower or any other Loan Party, #a Subsidiary of the Borrower, or to make loans or advances to anythe Borrower or any of the Borrower’s other Loan PartySubsidiaries, or # transfer any of its propertiesproperty or assets to anythe Borrower or any of the Borrower’s other Loan Party,Subsidiaries, except for such encumbrances or restrictions existing under or by reason of # Applicable Laws regulation or order,applicable law, # this Agreement and the other Loan Documents, # customary provisions restricting subletting, transfer, licensesubletting or assignment of any lease governing anya leasehold interest of any Borrower or any other Loan Party or otherwise relating to the assets subject thereto,interest, # customary provisions restricting transfer, license or assignment of any licensing agreement entered into in the ordinary course of business, # customary provisions restricting the transfer or other contract (or otherwisefurther encumbering of assets subject to Liens permitted under [Section 7.03(c), (vi)])] customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, # restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, # any document relating to the assets subject thereto) entered intoIndebtedness secured by any Borrower or any other Loan Party in the Ordinary Course of Business, # restrictions on the transfer of any asset or Subsidiary pending the close of a permitted sale of such asset or Subsidiary, # restrictions on the transfer of any asset subject to a Lien permitted by [[SectionsSection 7.1(c), (f), (h), (n)03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and # any Operating Lease or (o)])])])])]])])])])]; # negative pledges and restrictions on Liens in favorCapital Lease, insofar as the provisions thereof limit grants of any holder of Indebtedness for borrowed money permitted under [Section 7.4] but only if such negative pledge or restriction expressly permits Liens for the benefit of the ​ and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis; # encumbrances or restrictions on cashsecurity interest in, or other deposits or net worth imposed by customers under agreements entered into inassignments of, the Ordinary Course of Business; # the Junior Lien Documents andrelated leasehold interest to any agreements governing any Permitted Refinancing thereof; # contractual obligations which exist on the Closing Date and (to the extent not otherwise permitted by this [Section 7.8]) are listed on [Schedule 7.8(c)]; # restrictions binding on a Loan Party at the time such Loan Party first becomes a Loan Party through a joinder to the Loan Documents, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Loan Party; # restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; and # an agreement effecting a renewal, replacement, refinancing, restructuring and extension of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in [clause [(i) through (xii) above]]; provided thatother Person.