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 shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or 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 Restricted Subsidiary of a Loan Party to: # pay dividends or make any other distribution on any Restricted Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Restricted Subsidiary, # pay any Indebtedness owed to any Loan Party or any other Restricted Subsidiary, # make loans or advances to any Loan Party or any Restricted Subsidiary, # transfer any of its Property to any Loan 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 Documents; 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 restriction or condition), # customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets 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, # restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted hereunder or restrictions on the encumbrance of specific property encumbered to secure payment of particular permitted Indebtedness; # any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under [Section 8.07(b) or 8.07(u)])] to the extent that any such negative pledge relates solely to the property financed by or the subject of such Indebtedness, # customary provisions in leases and other contracts restricting the assignment thereof and # applicable law, rule, regulation or order (including agreements with regulatory authorities).

Enter into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that encumbers or restricts the ability of any such Person to # to act as a Loan Party;, # make Restricted Payments to any Loan Party, # pay any Indebtedness or other obligation owed to any Loan Party, # make loans or advances to any Loan 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 amendment or modification expanding the scope of, any such restriction or condition), # the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the 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 the assignment thereof.

Section # Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit 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 assets as security for Indebtedness, or # the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of # applicable law, # this Agreement and the other Loan Documents, # customary provisions restricting subletting or assignment of any lease governing a leasehold interest, # customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, # customary provisions restricting the transfer or further 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 Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and # any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.