Common use of Negative Pledge Clauses Clause in Contracts

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, party other than (a) (i) this Agreement and the other Loan Documents, (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2(v), so long as any such agreement is not more restrictive than the Loan Documents and (iii) any agreement governing any Permitted Refinancing in respect of the Loans or Indebtedness incurred pursuant to Section 7.2(v), in each case, with respect to this clause (iii), so long as any such agreement is not more restrictive than the Loan Documents and such Indebtedness, as applicable, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoingBorrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction contemplated by this Section 7.13 contained therein or condition (d) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained thereinin leases, and (e) any restriction pursuant to any documentsubleases, agreement licenses or instrument governing or relating to any Lien permitted under Sections 7.3(c)sublicenses, (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any so long as such restriction relates only restrictions are limited to the property or assets or property subject to such Lien leases, subleases, licenses or being Disposed)sublicenses, as the case may be.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents and Bank Services Agreements and FX Contracts to which it is a party, other than (a) this Agreement and the other Loan DocumentsDocuments (other than any Bank Services Agreements and FX Contracts), (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m), (n) and (np) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements Agreement (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired for the benefit of the Lenders with respect to secure its the Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) customary restrictions on the assignment of provisions in leases, licenses and other agreementscontracts restricting the assignment thereof, (de) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (f) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of a Group Member, (iv) exists in any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan PartyRestricted Subsidiary, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orSubsidiary, (v) exists in any such caseinstrument governing Indebtedness assumed in connection with any Permitted Acquisition, that which encumbrance or restriction is set forth in not applicable to any agreement evidencing Person, or the Properties or assets of any amendmentsPerson, restatements, supplements, modifications, extensions, renewals and replacements other than the Person or the Properties or assets of the foregoingPerson so acquired, so long as (vi) exists on the Restatement Effective Date and are listed on Schedule 7.12, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent permitted under this Agreement, or (viii) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in this Section 7.12; provided that such amendment, restatement, supplement, modification, extension, renewal or replacement applies only amendments and refinancings are no more materially restrictive with respect to such Subsidiary prohibitions and does not otherwise expand limitations than those in any material respect the scope of any restriction effect prior to such amendment or condition contained therein, refinancing (as determined in good faith and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (certified in each case, provided that any such restriction relates only writing to the assets or property subject to such Lien or being DisposedAdministrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (d), (f), (g), (l), (m), (n), (o), (s) and (nt) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, acquired other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) the Senior Notes Documents and any Permitted Refinancing thereof, (d) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary restrictions on the assignment of provisions in leases, licenses and other agreementscontracts restricting the assignment thereof, (df) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orSubsidiary, (v) exists in any such caseinstrument governing Indebtedness assumed in connection with any Permitted Acquisition, that which encumbrance or restriction is set forth in not applicable to any agreement evidencing Person, or the Properties or assets of any amendmentsPerson, restatements, supplements, modifications, extensions, renewals and replacements other than the Person or the Properties or assets of the foregoingPerson so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, so long as such amendment, restatement, supplement, modification, extension, renewal instruments or replacement applies only obligations referred to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and clause (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(cb), (m) and c), (nd), (e), (f), (g)(iv) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, g)(v); provided that any such restriction relates only amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or refinancing (as determined in good faith and, if requested by the Administrative Agent, certified in writing to the assets or property subject to such Lien or being DisposedAdministrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not CollateralExcluded Assets, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m), (n) and (np) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any Loan Party of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, party other than than: (a) this Agreement and the other Loan Documents, ; (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (c) in connection with any Lien permitted under Section 7.03 or any document or instrument governing any such Lien, provided that such prohibition or limitation shall only be effective against the assets subject to such Lien; (d) pursuant to customary restrictions on and conditions contained in any agreement related to the sale of any property permitted under Section 7.05, pending the consummation of such sale, provided that such prohibition or limitation shall only be effective against the assets to be sold; (e) customary non-assignment of provisions in leases, licenses and or other agreementscontracts entered into in the ordinary course of business, provided that such prohibition or limitation shall only be effective against the property which is the subject of such lease, license or other contract; (df) in connection with any agreement in effect at Indebtedness outstanding on the time any Subsidiary becomes date of acquisition of a Subsidiary by the Borrower or any of a Loan Partyits Restricted Subsidiaries, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any being acquired and solely to the extent such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements prohibition or limitation relates to the assets of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and being acquired; and (eg) any restriction pursuant to any documentjoint venture agreements, agreement limited liability company operating agreements, partnership agreements or instrument governing or relating stockholders agreements to any Lien permitted under Sections 7.3(c), (m) and (n) the extent that the Borrower or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is its Restricted Subsidiary was permitted by any other provision of this Agreements (in each case, provided that any the Loan Documents to enter into such restriction relates only agreement and solely to the extent of the assets held in the joint venture or property other entity that is the subject to of such Lien or being Disposed)agreement.

Negative Pledge Clauses. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any agreement or other arrangement that prohibits prohibits, restricts or limits imposes any condition upon the ability of any Loan Credit Party to create, incur, assume or suffer to exist any Lien upon any of its property properties or revenuesassets, whether now owned or hereafter acquired, to secure its Obligations the Obligations, except (in each case) for such prohibitions, restrictions or impositions existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Loan Documents Closing Date; (ii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations, in each case that impose restrictions only on the property so acquired; (iii) Requirements of Law or any applicable rule, regulation or order; (iv) any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to which it is a partyany Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (av) this Agreement restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vi) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1 to the extent that such restrictions apply only to non-Guarantor Restricted Subsidiaries; (vii) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; (viii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest assignment of any agreement entered into in the ordinary course of business, subject to the applicable anti-assignment provisions of the Uniform Commercial Code or other Loan Documents, applicable law; and (bix) any agreements governing prohibitions, restrictions or impositions of the type referred to above imposed by any purchase money Liens amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Capital Lease Obligations otherwise permitted hereby (refinancings of the contracts, instruments or obligations referred to in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as clauses (i) any through (viii) above; provided that such prohibition contained in any such agreement applies solely with respect to the creationamendments, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendmentsmodifications, restatements, renewals, increases, supplements, modificationsrefundings, extensionsreplacements, renewals and replacements or refinancings are, in the good faith judgment of the foregoingBorrower’s board of directors, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand no more restrictive in any material respect the scope of any with respect to such prohibition, restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject imposition than those prior to such Lien amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or being Disposed)refinancing.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, party other than (aa)(i) this Agreement Agreement, the other Loan Documents and the other Second Lien Loan Documents (or any documentation governing any Permitted Refinancing Indebtedness in respect of the Second Lien Loans, so long as any such prohibition or limitation included in any such documentation governing any such Permitted Refinancing Indebtedness is no more restrictive than the applicable prohibition or limitation included in the Second Lien Loan Documents) and (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2 to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as any such agreement is not more restrictive than the Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoingBorrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contemplated by this Section 7.14 contained therein, and (d) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be or (e) any restriction pursuant to any document, agreement or instrument governing or customary restrictions and conditions contained in agreements relating to any Lien permitted under Sections 7.3(c), (m) and (n) the sale of a Restricted Subsidiary or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each caseassets pending such sale, provided that any such restriction relates restrictions or conditions apply only to the Restricted Subsidiary or assets or property subject that is to be sold and such Lien or being Disposed)sale is permitted hereunder.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a partyObligations, other than than: (a) this Agreement and the other Loan Documents, ; (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (c) customary restrictions on any agreements governing Acquired Debt or Capital Stock of a Person acquired by the assignment Borrower or any of leases, licenses and other agreements, (d) any agreement its Restricted Subsidiaries as in effect at the time of such acquisition and not in contemplation thereof, which encumbrance or restriction is not applicable to any Subsidiary becomes a Subsidiary Person, or the properties or assets of a Loan Partyany Person, other than the Person, or the property or assets of the Person, so long as (i) any acquired, provided that such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of acquisition is a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orPermitted Acquisition and, in any the case of Acquired Debt, such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which Indebtedness is permitted by any other provision of this Agreements (in each caseAgreement, provided that any the restrictions contained in the agreements governing such restriction relates only Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Acquired Debt being refinanced; and (d) customary non-assignment provisions in purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case entered into in the ordinary course of business and consistent with past practices, to the assets extent such provisions restrict the transfer or property subject to such Lien or being Disposed)assignment thereof.

Negative Pledge Clauses. (f). Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), and (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan PartyHoldings, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 7.2(i), Sections 7.3(c), (d), (f), (g), (i), (l), (m), (n), (r), (s), (t) and (n) v), or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed), (f) any restriction set forth on Schedule 7.16(f) and (g) restrictions set forth in any document governing Permitted Ratio Debt or Credit Agreement Refinancing Indebtedness, in each case, so long as such restrictions contemplated by this clause (g) do not restrict or otherwise impair the rights of the Administrative Agent, the Lenders or any other Secured Party under this Agreement or any other Loan Document.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents and Bank Services Agreements and FX Contracts to which it is a party, other than (a) this Agreement and the other Loan DocumentsDocuments (other than any Bank Services Agreements and FX Contracts), (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (g), (m), (n) and (np) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements Agreement (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, or any refinancing thereof other than than: (a) this Agreement and the other Loan Documents, ; (b) any agreements governing any purchase money Liens or Capital Lease Purchase Money Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (c) customary restrictions on the any prohibition or limitation that (1) exists pursuant to applicable law, (2) restricts subletting or assignment of leasesany lease governing a leasehold interest of the Borrower or its Subsidiaries, licenses or (3) is imposed by any amendments or refinancings that are otherwise permitted by this Agreement or the Loan Documents; provided that such amendments and other agreements, refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing; (d) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (e) any prohibition or limitation that (1) consists of customary restrictions and conditions contained in any agreement relating to the Disposition of any property permitted under Section 8.5 pending the consummation of such sale or (2) exists in any agreement in effect at the time any Subsidiary Person becomes a Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, party other than (a) this Agreement and the other Loan Documents, (b) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) restrictions and conditions contained in any agreement governing or evidencing Permitted Refinancing Indebtedness in respect of Indebtedness governed by this Agreement and the other Loan Documents (including Permitted Credit Agreement Refinancing Indebtedness) or Permitted Refinancing Indebtedness in respect thereof; provided that the restrictions and conditions contained in any such agreement or document referred to in this clause (d) are not less favorable in any material respect to the Lenders than the restrictions and conditions imposed by this Agreement and the other Loan Documents, (e) restrictions and conditions contained in any agreement governing Liens permitted under Section 7.3(u) (in which case, any prohibition or limitation shall be effective only against the asset or assets subject to such permitted Liens), (f) with respect to operating leases and other third-party contracts, customary limitations on the ability of a party thereto to assign its interests in the underlying contract without the consent of the other party thereto (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), (g) customary restrictions on and conditions contained in any agreement relating to the assignment sale of leases, licenses and other agreementsa Subsidiary or any property permitted under Section 7.5 pending the consummation of such sale, (dh) any agreement in effect at the time any a Subsidiary becomes a Subsidiary of a Loan PartySubsidiary, so long as (i) any such prohibition contained in any such agreement or limitation applies solely with respect only to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral(and, if applicable, its Subsidiaries) and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orSubsidiary, in any as such caseagreement may be amended, that is set forth in any agreement evidencing any amendmentsrestated, restatementssupplemented, supplementsmodified, modificationsextended, extensions, renewals and replacements of the foregoingrenewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contemplated by this Section 7.13 contained therein, therein and (ei) any restriction pursuant to any document, agreement non-consensual encumbrances or instrument governing restrictions arising or relating to any Lien permitted under Sections 7.3(c), (m) and (n) existing by reason of applicable law or any agreement applicable rule, regulation or option to Dispose any asset of any Group Memberorder, the Disposition of which is permitted or required by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)regulatory authority.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incurbecome subject to, assume or otherwise incur, or suffer to exist exist, any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is or may become a party, party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which casehereby, any if the prohibition or limitation shall therein is only be effective against the assets financed thereby), (c) customary restrictions on agreements for the assignment benefit of leases, licenses the holders of Liens described in Sections 8.3(k) or 8.3(l) and other agreementsapplicable solely to the property subject to such Lien, (d) agreements related to any Permitted Securitization, (e) covenants in documents creating Liens permitted by Section 8.3(k) prohibiting further Liens on the properties encumbered thereby; (f) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations or securing any Credit Agreement Refinancing Indebtedness and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (g) covenants in any Indebtedness permitted pursuant to Section 8.2 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or, in the case of subordinated Indebtedness, are market terms at the time of issuance or, in the case of Indebtedness of any Foreign Subsidiary, are imposed solely on Foreign Subsidiaries; (h) any prohibition or limitation that (1) exists pursuant to applicable law, (2) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.5 pending the consummation of such sale solely with respect to such property being Disposed of, (3) restricts subletting or assignment of any lease governing a leasehold interest of the Borrower or a Restricted Subsidiary, (4) exists in any agreement in effect at the time any such Restricted Subsidiary becomes a Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person person becoming a Subsidiary orSubsidiary, in (5) is imposed by any such case, amendments or refinancings that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements are otherwise permitted by the Loan Documents of the foregoingcontracts, so long as such amendment, restatement, supplement, modification, extension, renewal instruments or replacement applies only obligations referred to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and clauses (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(cb), (m) and f), (ng) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each caseh)(4), provided that any such restriction relates only to the assets or property subject amendments and refinancings are, taken as a whole, no more materially restrictive with respect to such Lien prohibitions and limitations than those prior to such amendment or being Disposed)refinancing and (i) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and applicable solely to such joint venture entered into in the ordinary course of business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, and (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m), (n) and (no) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits (other than a dollar limit, provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the Obligations) the ability of any Loan Party the Borrower and/or its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (ai) this Agreement and the other Loan Documents, (bii) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)pursuant to applicable law, (ciii) restrictions by reason of customary restrictions on the assignment of provisions restricting assignments, subletting or other transfers contained in leases, licenses and other similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets subject to such leases, licenses, or similar agreements, as the case may be), (div) any prohibition or limitation that consists of customary restrictions and conditions contained in any agreement relating to the sale or sale leaseback of any property permitted under this Agreement limited to the property subject thereto, (v) customary restrictions in documents, agreements or constituent documents governing joint ventures, (vi) any agreement in effect at the time any a Restricted Subsidiary becomes a Restricted Subsidiary (or applicable to assets or Equity Interests at the time of a Loan Party, so acquisition thereof) as long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary oror the acquisition of such assets or Equity Interests, (vii) restrictions and conditions contained in any such case, the documents governing Indebtedness of Foreign Subsidiary that is set forth in any agreement evidencing any amendmentspermitted to be incurred pursuant to this Agreement, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (eviii) any restriction pursuant to any document, agreement document or instrument governing or relating Indebtedness incurred pursuant to any Lien permitted under Sections 7.3(cSection 7.03(e), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction contained therein relates only to the asset or assets constructed or property subject acquired in connection therewith and (ix) restrictions arising in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such Lien cash or being Disposed)deposits.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesrevenues (it being understood that an “equal and ratable” provision is not an agreement that imposes such a prohibition or limitation), whether now owned or hereafter acquired, to secure its Obligations securing Indebtedness and other obligations under the Loan Documents to which it is a party(regardless of the amount thereof), other than (a) this Agreement and the other Loan Documents, (b) any agreements restrictions contained in the documents governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)Indebtedness with a final maturity of less than one year, (c) restrictions contained in the documents governing any Subsidiary Indebtedness permitted under Section 7.2, (d) restrictions and conditions imposed by law, (e) customary restrictions on and conditions contained in agreements relating to the assignment Disposition of a Subsidiary, property or assets pending such Disposition, provided such restrictions and conditions apply only to such Subsidiary, property or assets, (f) restrictions and conditions contained in documentation relating to a Subsidiary acquired after the Closing Date, provided that such restriction or condition (i) existed at the time such Person became a Subsidiary and was not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) applies only to such Subsidiary, (g) restrictions and conditions contained in any agreement relating to Indebtedness or other obligations secured by Liens permitted under this Agreement if such restrictions and conditions apply only to the property or assets subject to such Liens and (h) customary provisions in leases, licenses and other agreementscontracts restricting or conditioning the assignment or encumbrance thereof, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary including, without limitation, licenses and sublicenses of a Loan Partypatents, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creationtrademarks, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, copyrights and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or similar intellectual property subject to such Lien or being Disposed)rights.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its the Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the provisions restricting assignment of leases, licenses and other agreementsor grant of a security interest in any agreement entered into in the ordinary course of business, (d) customary joint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Capital Stock in such joint venture, (e) any agreement in effect at the time any Subsidiary becomes a Subsidiary or instrument of a Loan PartyPerson, or relating to Indebtedness (including any Guarantee Obligations in respect thereof) or Capital Stock of a Person, which Person is acquired by any Borrower or any Borrower’s Subsidiaries after the Closing Date (except to the extent that such agreement or instrument was incurred to finance, or otherwise in connection with or in contemplation of, such acquisition); provided that any such agreement or instrument and the prohibitions, limitations and impositions set forth therein shall be applicable only to the relevant Person so long acquired and its assets and shall not be applicable to any other Person or any other assets, (f) any agreement or instrument (a “Refinancing Agreement”) effecting a Permitted Refinancing of Indebtedness incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any agreement or instrument referred to in Sections 8.14(a), 8.14(e), this Section 8.14(f) or Section 8.14(i) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing Agreement (a “Refinancing Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Refinancing Amendment taken as a whole are not less favorable to the Lenders than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Refinancing Amendment relates, (g) (i) any such prohibition contained agreement, permit, license or instrument that restricts in a customary manner the assignment or transfer thereof, or the subletting, assignment or transfer of any such property, right or asset subject thereto or (ii) any agreement applies solely with customers or suppliers entered into in the ordinary course of business that impose restrictions with respect to the creationcash or other deposits, incurrence(h) restrictions by reason of any applicable law, assumption rule, regulation or sufferance order, or required by such Subsidiary any regulatory authority having jurisdiction over Holdings or any of a Lien upon assets that are not Collateral, its Subsidiaries or any of their businesses and (iii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and agreements described on Schedule 8.14 (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates prohibition or limitation shall only to be effective against the assets or property subject to constituting collateral for such Lien or being Disposedagreements as of the Closing Date).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents and any agreements governing any Permitted Refinancing Indebtedness in respect of the foregoing, to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not CollateralExcluded Assets (other than with respect to Financing Assets), and or (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (ml) and (nm) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being DisposedDisposed and such Group Member).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not CollateralExcluded Assets, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m), (n) and (np) or any agreement or option to Dispose any asset of the Borrowers or any Group Memberof their Subsidiaries, the Disposition of which is permitted by any other provision of this Agreements Agreement (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any Loan Party Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesCollateral, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, party other than (ai) Requirements of Law, (ii) this Agreement and the other Loan Documents, (biii) the ABL Credit Agreement and the other ABL Loan Documents, (iv) the Supply and Offtake Documents, (v) the CanAm Financing, (vi) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and any proceeds thereof), (cvii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Loan Party, (viii) customary provisions restricting assignment of any agreement entered into by a Loan Party in the ordinary course of business, (ix) customary restrictions on and conditions contained in any agreement relating to the assignment sale of leases, licenses and other agreementsany property permitted under Section 6.4 pending the consummation of such sale, (dx) any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in connection with or in contemplation of such Person becoming a Subsidiary orLoan Party, (xi) any instrument governing Indebtedness assumed in connection with any such casePermitted Acquisition, that which encumbrance or restriction is set forth in not applicable to any agreement evidencing Person, or the properties or assets of any amendmentsPerson, restatements, supplements, modifications, extensions, renewals and replacements other than the Person or the properties or assets of the foregoingPerson so acquired, (xii) any Liens permitted pursuant to Section 6.2 in respect of assets subject thereto (other than Section 6.2(g), (h), (k), (l), (n), (t), (u), (v), (w), (y), (cc) and (dd)), (xiii) customary provisions in Joint Venture agreements and other similar agreements or written arrangements applicable to Joint Ventures permitted hereunder and applicable solely to such Joint Venture, (xiv) customary restrictions in leases, subleases, licenses, asset sale or similar agreements, including with respect to intellectual property and other similar agreements, otherwise permitted hereby so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only restrictions relate to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c)assets subject thereto, (mxv) and (n) or customary provisions restricting assignment of any agreement or option to Dispose any asset (xvi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of any Group Member, the Disposition of which is business or otherwise permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)hereunder.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary restrictions on the provisions restricting subletting or assignment of leases, licenses and other agreementsany lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any agreement contract entered into by the Borrower or any of its Subsidiaries in effect at the time ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any Subsidiary becomes a Subsidiary of a Loan Partyits Subsidiaries in the ordinary course of business, so long as (if) agreements containing any such prohibition contained in any such agreement applies solely restriction or encumbrance with respect to the creation, incurrence, assumption or sufferance by such a Subsidiary of a Lien upon assets imposed pursuant to an agreement that are not Collateral, and (ii) such agreement was not has been entered into solely in contemplation for the sale or disposition of all or substantially all of the Capital Stock or assets of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoingSubsidiary, so long as such amendment, restatement, supplement, modification, extension, renewal sale or replacement applies only to disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and does (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted prohibited under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)Agreement.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any Loan Party of its Material Subsidiaries (other than Excluded Subsidiaries and Project Finance Subsidiaries) to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its Obligations obligations under the Loan Documents to which it is a partyGuaranty, other than (a) this Agreement and the other Loan Documents, (b) the ABL Credit Agreement or any other Credit Facility or Permitted Refinancing Indebtedness thereof, (c) any agreements governing any purchase money Liens or Capital Lease Obligations Capitalized Leases or other secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby or securing such Indebtedness), (cd) customary restrictions on non-assignment provisions in any contract or lease entered into in the assignment Ordinary Course of leasesBusiness and consistent with past practices, licenses (e) applicable law or any applicable rule, regulation, or order of any Governmental Authority, (f) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, and other similar agreements, (dg) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Ordinary Course of Business, (h) any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan PartyBorrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not -not entered into solely in connection with or in contemplation of such Person becoming a Subsidiary orof Borrower and is not applicable to any Person, in or the properties or assets of any such casePerson, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to other than such Subsidiary or such Subsidiary’s properties and does not otherwise expand in any material respect the scope of any restriction or condition contained thereinassets, and (ei) any instrument governing Indebtedness assumed in connection with any acquisition of any Person or asset and not incurred in contemplation of such acquisition, which encumbrance or restriction pursuant is not applicable to any documentPerson, agreement or instrument governing the properties or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset assets of any Group MemberPerson, other than the Disposition Person or the properties or assets of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)Person so acquired.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its the Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) the Tranche A Term Loan Agreement, (c) the Senior Subordinated Note Indenture, (d) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ce) customary restrictions any agreements with respect to Indebtedness incurred by the Excluded Subsidiaries and permitted under Sections 6.02 imposing any such prohibitions or limitations on the assignment of leases, licenses and other agreementsExcluded Subsidiaries, (df) any agreement in effect at arising pursuant to the time Company Voluntary Arrangements, (g) any Subsidiary agreements binding any Person which becomes a Subsidiary or is merged into any Group Member after the date of a Loan Partythis Agreement, so long as (i) any such prohibition contained in any provided that such agreement applies solely with respect to was in existence on the creationdate such Person became a Subsidiary of, incurrenceor merged into, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, Group Member and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orof, in or merging into, such Group Member, (h) any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained thereinPermitted Receivables Facility Documents, and (ei) any restriction pursuant agreements to which any documentSubsidiary that is not a wholly-owned Subsidiary is a party that prohibit or limit the ability of such Subsidiary or any of its Subsidiaries to create, agreement incur, assume or instrument governing or relating suffer to exist any Lien permitted under Sections 7.3(c), (m) and (n) upon any of its property or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)revenues.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Borrower or any Loan Party of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its Obligations obligations under the Loan Documents to which it is a partyGuarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) the Second Lien Loan Documents, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and the proceeds thereof), (cd) Contractual Obligations incurred in the ordinary course of business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation, (e) any agreements regarding Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries), (f) prohibitions and limitations in effect on the date hereof and listed on Schedule 7.11, (g) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (h) customary restrictions on the assignment of leases, licenses and other agreementsconditions contained in any agreement relating to an asset sale permitted by Section 7.4 or 7.5, (di) any agreement in effect at the time any Subsidiary Person becomes a Subsidiary of a Loan PartySubsidiary, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orSubsidiary, (j) customary provisions in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals joint venture agreements and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only other similar agreements applicable to joint ventures permitted under Section 7.7 and applicable solely to such Subsidiary joint venture and does not otherwise expand entered into in any material respect the scope ordinary course of any restriction or condition contained therein, business and (ek) any restriction prohibition or limitation that exists pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset applicable Requirement of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)Law.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (d), (f), (g), (l), (m) ), (n), (o), and (ns) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, party other than (a) (i) this Agreement and Agreement, the other Loan Documents and the Second Lien Loan Documents, (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2(v), so long as any such agreement is not more restrictive than the Loan Documents and (iii) any agreement governing any Permitted Refinancing in respect of the Loans, the loans under the Second Lien Credit Agreement or Indebtedness incurred pursuant to Section 7.2(v), in each case, with respect to this clause (iii), so long as any such agreement is not more restrictive than the Loan Documents, the Second Lien Loan Documents and such Indebtedness, as applicable, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoingBorrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction contemplated by this Section 7.13 contained therein or condition (d) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained thereinin leases, and (e) any restriction pursuant to any documentsubleases, agreement licenses or instrument governing or relating to any Lien permitted under Sections 7.3(c)sublicenses, (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any so long as such restriction relates only restrictions are limited to the property or assets or property subject to such Lien leases, subleases, licenses or being Disposed)sublicenses, as the case may be.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Parent Borrower or any Loan Party of its Material Subsidiaries (other than Excluded Subsidiaries and Project Finance Subsidiaries) to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its Obligations obligations under the Loan Documents to which it is a partyGuaranty, other than (a) this Agreement and the other Loan Documents, (b) the Term Loan Credit Agreement, any Junior Loan Documents governing any Permitted Junior Loan Obligations or similar instruments governing any Refinancing Debt incurred to refinance the Term Loan Obligations or any other Junior Loan Obligations, (c) any agreements governing any purchase money Liens or Capital Lease Obligations Capitalized Leases or other secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby or securing such Indebtedness), (cd) customary restrictions on non-assignment provisions in any contract or lease entered into in the assignment Ordinary Course of leasesBusiness and consistent with past practices, licenses (e) applicable law or any applicable rule, regulation, or order of any Governmental Authority, (f) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, and other similar agreements, (dg) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Ordinary Course of Business, (h) any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan PartyParent Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in connection with or in contemplation of such Person becoming a Subsidiary orof Parent Borrower and is not applicable to any Person, in or the properties or assets of any such casePerson, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to other than such Subsidiary or such Subsidiary’s properties and does not otherwise expand in any material respect the scope of any restriction or condition contained thereinassets, and (ei) any instrument governing Indebtedness assumed in connection with any acquisition of any Person or asset and not incurred in contemplation of such acquisition, which encumbrance or restriction pursuant is not applicable to any documentPerson, agreement or instrument governing the properties or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset assets of any Group MemberPerson, other than the Disposition Person or the properties or assets of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)Person so acquired.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, (e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to equity interests in such joint venture and (ef) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (d), (f), (g), (l), (m), (n), (q) and (nr) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any Loan Party of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or any agreements governing any Indebtedness permitted under Section 7.2 (in which case any prohibition or limitation shall permit the obligation of the Borrower and its Subsidiaries in respect of the Loan Documents (any extension, renewal, refunding, refinancing, replacement or increase thereof) to be secured by any and all of the assets of the Borrower and its Subsidiaries), (c) customary restrictions on any instrument governing Acquired Debt or Capital Stock of a Person acquired by the assignment Borrower or any of leases, licenses and other agreements, (d) any agreement its Subsidiaries as in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as such acquisition (i) any such prohibition contained in any such agreement applies solely with respect except to the creation, incurrence, assumption extent such Acquired Debt was incurred or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement Capital Stock was not entered into solely issued or incurred or its terms amended in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the property or any Person, other than the Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements or the property of the foregoingPerson, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, acquired and (ed) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) customary non-assignment provisions in leases entered into in the ordinary course of business and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)consistent with past practices.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, party other than (a) this Agreement and the other Loan Documents, the Senior Note Indenture, the Mortgage Facility, the Credit Agreement Refinancing Indebtedness, Additional Debt, Additional Term Notes, the Incremental Equivalent Debt, Permitted Senior Unsecured Debt, Unrestricted Additional Term Notes or documents evidencing Indebtedness incurred under Sections 7.2(e), (f), (g), (h), (q), (r), (s), (t), (u), (w), (z), (cc), (dd), (ii) or (jj) and any Permitted Refinancing in respect of any such Indebtedness and (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby which (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ci) customary restrictions are binding on the assignment of leases, licenses and other agreements, (d) any agreement in effect a Restricted Subsidiary at the time any such Restricted Subsidiary first becomes a Subsidiary of a Loan PartyRestricted Subsidiary, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was agreements were not entered into solely in contemplation of such Person becoming a Subsidiary orRestricted Subsidiary, (ii) are customary provisions in any joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to such casejoint venture entered into in the ordinary course of business, that is set forth in any agreement evidencing any amendments(iii) are customary restrictions on leases, restatementssubleases, supplements, modifications, extensions, renewals and replacements of the foregoing, licenses or asset sale agreements otherwise permitted hereby so long as such amendmentrestrictions relate to the assets subject thereto, restatement, supplement, modification, extension, renewal (iv) are customary provisions restricting subletting or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope assignment of any restriction lease governing a leasehold interest of the Borrower or condition contained thereinany Restricted Subsidiary, (v) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (evi) any restriction pursuant to any document, agreement are restrictions on cash or instrument governing or relating to any Lien permitted other deposits imposed by customers under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset contracts entered into in the ordinary course of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)business.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), and (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan PartyHoldings, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 7.2(i), Sections 7.3(c), (l), (m), (n), (r) and (nt) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed), and (f) any restriction set forth on Schedule 7.16(f).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, similar agreements and (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (d), (f), (g), (l), (m) ), (n), and (nq) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien Lien), (f) customary provisions in joint venture agreement and other similar agreements that restrict the transfer of ownership interests in such joint ventures or being Disposed)provisions limiting the disposition or distribution of assets or property (other than dividends on a pro rata basis based on ownership percentage) of the applicable joint venture, which limitation is applicable only to the assets that are the subject of such agreements; provided that such agreement was not entered into in contravention of the terms of the Loan Documents, (f) limitations set forth in Subordinated Indebtedness and (g) limitations set forth in any Permitted Convertible Indebtedness and the Existing Credit Facilities.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, therein (e) customary transfer restrictions in shareholder agreements on the shares of the issuer (other than issuers that are Subsidiaries) covered thereby and (ef) any restriction pursuant to any document, agreement or instrument governing or relating related to any Lien permitted under Sections 7.3(c), (d), (f), (m) and ), (n), (q), or (t) or any agreement or option to Dispose any asset Liens securing Indebtedness of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)Foreign Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incurbecome subject to, assume or otherwise incur, or suffer to exist exist, any Lien upon any of its property or revenuesassets, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is or may become a party, party other than (a) this Agreement and Agreement, the other Loan DocumentsDocuments and under any Hedge Agreement permitted under Section 8.11, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which casehereby, any if the prohibition or limitation shall therein is only be effective against the assets financed thereby), (c) customary restrictions on agreements for the assignment benefit of leases, licenses the holders of Liens described in Section 8.3(k) or 8.3(l) and other agreementsapplicable solely to the property subject to such Lien, (d) any agreement existing on the Closing Date and listed on Schedule 8.13(d), (e) covenants in effect documents creating Liens permitted by Section 8.3(k) prohibiting further Liens on the properties encumbered thereby, (f) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations or securing any Credit Agreement Refinancing Indebtedness and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations, (g) covenants in any Indebtedness permitted pursuant to Section 8.2 to the extent such restrictions or conditions are no more restrictive, taken as a whole, than the restrictions and conditions in the Loan Documents or, in the case of subordinated Indebtedness, are market terms at the time of issuance or, in the case of Indebtedness of any Restricted Subsidiary becomes a Subsidiary of that is not a Loan Party, so long as are imposed solely on any Restricted Subsidiary that is not a Loan Party, (ih) any such prohibition or limitation that (1) exists pursuant to Requirements of Law or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (2) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.5 pending the consummation of such agreement applies sale, solely with respect to the creationsuch property subject to such sale, incurrence(3) is contained in leases, assumption subleases, licenses, sublicenses or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orsimilar agreements, in any such each case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendmentprovisions are customary and such leases, restatementsubleases, supplementlicenses or similar agreements were entered into in the ordinary course of business, modification(4) exists in any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, extensionor of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, renewal or replacement applies only that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), (5) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (b), (f), (g) or (h)(4); provided that such amendments and refinancings are, taken as a whole, no more materially restrictive with respect to such Subsidiary prohibitions and does not otherwise expand limitations than those prior to such amendment or refinancing, (i) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in any material respect the scope ordinary course of any restriction or condition contained thereinbusiness, and (ej) any restriction pursuant to any document, agreement or instrument governing or relating to customary restrictions that arise in connection with any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose by Section 8.3 on any asset of any Group Memberor property that is not, the Disposition of which and is permitted by any other provision of this Agreements (in each casenot required to be, provided Collateral that any such restriction relates only to the assets asset or property subject to such Lien Lien, (k) any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or being Disposed)refinancing of any contract, instrument or obligation referred to in clauses (a) through (i) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, and (l) customary provisions in joint venture agreements, partnership agreements or limited liability company governance documents and other similar agreements applicable to joint ventures or non-Wholly Owned Subsidiaries and applicable solely to such joint venture or non-Wholly Owned Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incurbecome subject to, assume or otherwise incur, or suffer to exist exist, any Lien upon any of its property or revenuesassets, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is or may become a party, party other than (a) this Agreement and Agreement, the other Loan Documents, Documents and under any Hedge Agreement permitted under Section 8.11; (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which casehereby, any if the prohibition or limitation shall therein is only be effective against the assets financed thereby), ; (c) customary restrictions on agreements for the assignment benefit of leases, licenses the holders of Liens described in Section 8.3(k) or 8.3(l) and other agreements, applicable solely to the property subject to such Lien; (d) agreements related to any Permitted Securitization, (e) covenants in documents creating Liens permitted by Section 8.3(k) prohibiting further Liens on the properties encumbered thereby; (f) any other agreement that does not restrict in effect any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations or securing any Credit Agreement Refinancing Indebtedness and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (g) covenants in any Indebtedness permitted pursuant to Section 8.2 to the extent such restrictions or conditions are no more restrictive, taken as a whole, than the restrictions and conditions in the Loan Documents or, in the case of subordinated Indebtedness, are market terms at the time of issuance or, in the case of Indebtedness of any Restricted Subsidiary becomes a Subsidiary of that is not a Loan Party, so long as are imposed solely on any Restricted Subsidiary that is not a Loan Party; (ih) any such prohibition or limitation that (1) exists pursuant to Requirements of Law or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (2) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.5 pending the consummation of such agreement applies sale, solely with respect to the creationsuch property subject to such sale, incurrence(3) is contained in leases, assumption subleases, licenses, sublicenses or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orsimilar agreements, in any such each case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendmentprovisions are customary and such leases, restatementsubleases, supplementlicenses or similar agreements were entered into in the ordinary course of business, modification(4) exists in any agreement or other instrument of a Person acquired by or merged, extensionamalgamated or consolidated with or into the Borrower or any Restricted Subsidiary, renewal or replacement applies only of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), (5) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (b), (f), (g) or (h)(4); provided that such amendments and refinancings are, taken as a whole, no more materially restrictive with respect to such Subsidiary prohibitions and does not otherwise expand limitations than those prior to such amendment or refinancing; (i) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in any material respect the scope ordinary course of any restriction or condition contained therein, and business; (ej) any restriction pursuant to any document, agreement or instrument governing or relating to existing on the Closing Date and listed in Schedule 8.13; (k) customary restrictions that arise in connection with any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose by Section 8.3 on any asset of any Group Memberor property that is not, the Disposition of which and is permitted by any other provision of this Agreements (in each casenot required to be, provided Collateral that any such restriction relates only to the assets asset or property subject to such Lien Lien; (l) any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or being Disposed)refinancing of any contract, instrument or obligation referred to in clauses (a) through (j) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (m) customary provisions in joint venture agreements, partnership agreements or limited liability company governance documents and other similar agreements applicable to joint ventures or non-Wholly Owned Subsidiaries and applicable solely to such joint venture or non-Wholly Owned Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents and Bank Services Agreements and FX Contracts to which it is a party, other than (a) this Agreement and the other Loan DocumentsDocuments (other than any Bank Services Agreements and FX Contracts), (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any customary restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) 7.3 or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements Agreement (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under securing Indebtedness and other obligations and the Loan Documents to which it is a party(regardless of the amount thereof), other than (a) this Agreement and the other Loan Documents, (b) customary restrictions applicable to any agreements governing Receivables entity in connection with any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)Qualified Receivables Transaction, (c) restrictions contained in the documents governing Indebtedness of any Foreign Subsidiary so long as such restrictions apply only to assets of such Foreign Subsidiary and its Subsidiaries, (d) restrictions and conditions imposed by law, (e) customary restrictions on and conditions contained in agreements relating to the assignment Disposition of a Subsidiary, property or assets pending such Disposition, provided such restrictions and conditions apply only to such Subsidiary, property or assets, (f) restrictions and conditions contained in documentation relating to a Subsidiary acquired in a Permitted Acquisition, provided that such restriction or condition (i) existed at the time such Person became a Subsidiary and was not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) applies only to such Subsidiary, (g) restrictions and conditions contained in any agreement relating to Indebtedness secured by Liens permitted under this Agreement if such restrictions and conditions apply only to the property or assets subject to such Liens and (h) customary provisions in leases, licenses and other agreementscontracts restricting or conditioning the assignment or encumbrance thereof, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary including, without limitation, licenses and sublicenses of a Loan Partypatents, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creationtrademarks, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, copyrights and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or similar intellectually property subject to such Lien or being Disposed)rights.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien securing the Obligations upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than than: (a) this Agreement and the other Loan Documents, ; (b) any restrictions imposed by any agreements governing any secured Indebtedness (including any purchase money Liens or Capital Lease Obligations Obligations) otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (c) any restrictions imposed by agreements governing a Disposition permitted under Section 7.5, provided that such prohibition or limitation relates solely to property to be disposed of; (d) customary restrictions on in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto; (e) customary provisions restricting subletting or assignment of leases, licenses and other agreements, any lease governing a leasehold interest; (df) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (g) any restrictions imposed by Requirement of Law; (h) customary provisions in joint venture agreements or similar agreements or the organizational documents of Subsidiaries that are not Wholly Owned Subsidiaries; and (i) any agreement in effect at the time any Subsidiary a Person becomes a Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections Section 7.3(c), ) or (m) and (nf) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements Agreement (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed), and (f) any restriction pursuant to any document, agreement or instrument governing or relating to any Indebtedness permitted under Sections 7.2(k) or (m).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby (it being understood that individual financings of specific equipment provided by one lender may be cross collateralized to other financings of specific equipment provided by such lender or its affiliates)), (c) any encumbrances or restrictions pursuant to mortgages, pledges or other security agreements securing Indebtedness or other obligations of Holdings, the Borrower or any of their respective Subsidiaries permitted pursuant to ▇▇▇▇▇▇▇ ▇.▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (s) so long as such restriction does not extend to any Collateral, (d) customary restrictions on the assignment of leases, licenses and other agreements, (de) any agreement encumbrances or restrictions that arise or are agreed to in effect at the time ordinary course of business and do not materially detract from the value of property or assets of Holdings, the Borrower or any their respective Subsidiaries, and/or (f) restrictions set forth in documentation governing permitted Indebtedness of any Subsidiary becomes a Subsidiary of that is not a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien expressly permitted under Sections Section 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a partyObligations, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing the Permitted Sale Leaseback, (d) any restrictions with respect to a Subsidiary of Holdings imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary restrictions on the assignment of provisions in leases, licenses and other agreementscontracts restricting the assignment thereof, (df) any licenses in connection with the Subject IP, (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan PartyHoldings or the Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orSubsidiary, (v) exists in any such caseinstrument governing Indebtedness assumed in connection with any Permitted Acquisition, that which encumbrance or restriction is set forth in not applicable to any agreement evidencing Person, or the Property or assets of any amendmentsPerson, restatements, supplements, modifications, extensions, renewals and replacements other than the Person or the Property or assets of the foregoingPerson so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, so long as such amendment, restatement, supplement, modification, extension, renewal instruments or replacement applies only obligations referred to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and clause (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(cb), (m) and c), (nd), (e), (f), (g), (h)(iv) or any agreement (h)(v); provided, that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or option to Dispose any asset of any Group Memberrefinancing (as determined in good faith and, if requested by the Disposition of which is permitted by any other provision of this Agreements (Administrative Agent, certified in each case, provided that any such restriction relates only writing to the assets or property subject to such Lien or being DisposedAdministrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c7.2(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (d), (f), (g), (i), (k), (l), (m), (n), (r), (s), (t) and (n) v), or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed), (f) any restriction set forth on Schedule 7.15(f) and (g) restrictions set forth in any document governing Permitted Ratio Debt or Credit Agreement Refinancing Indebtedness, in each case, so long as such restrictions contemplated by this clause (g) do not restrict or otherwise impair the rights of the Administrative Agent, the Lenders or any other Secured Party under this Agreement or any other Loan Document.

Negative Pledge Clauses. Enter into or suffer to exist or ----------------------------- become effective any agreement that prohibits or limits the ability of TWTC or any Loan Party of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) the Time Warner Arrangements, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time agreements governing any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained Investment in any such agreement applies solely with respect joint venture that limit the ability to grant a security interest in the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation Capital Stock of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, joint venture so long as such amendmentCapital Stock is pledged to the Administrative Agent, restatementfor the ratable benefit of the Lenders, supplementin an indirect manner satisfactory to the Administrative Agent, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property, (f) any restriction agreements governing any leasehold interest (including any rights of way, colocation agreements and other similar such interests in real estate, and agreements assumed pursuant to the GST Asset Purchase Agreement granting an indefeasible right of use in fiber or conduits or providing for joint construction or marketing of fiber or conduits) or building entry agreements that limit the ability to grant a security interest in such leasehold interest or building entry agreements, (g) agreements with customers for the provision of services that limit the ability to grant a security interest in such agreements (but not amounts receivable or any document, agreement money or instrument governing other amounts due or relating to any Lien permitted under Sections 7.3(cbecome due or other right of payment resulting from those agreements), (mh) the Indenture and (ni) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to agreements governing the assets or property subject to such Lien or being Disposed)Additional Financing.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any Loan Party of its Subsidiaries (other than Excluded Subsidiaries) to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any guarantor, its Obligations obligations under the Loan Documents to which it is a partySubsidiary Guaranty, other than (a) this Agreement and the other Loan Documents, (b) the Indentures or any indenture or similar instrument governing any Refinancing Debt, (c) any agreements governing any purchase money Liens or Capital Lease Obligations Capitalized Leases or other secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby or securing such Indebtedness), (cd) customary non assignment provisions in any contract or lease entered into in the ordinary course of business and consistent with past practices, (e) applicable law or any applicable rule, regulation, or order of any Governmental Authority, (f) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, and other similar agreements entered into in the ordinary course of business, (g) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the assignment ordinary course of leases, licenses and other agreementsbusiness, (dh) any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan PartyBorrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in connection with or in contemplation of such Person becoming a Subsidiary orof Borrower and is not applicable to any Person, in or the properties or assets of any such casePerson, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to other than such Subsidiary or such Subsidiary’s properties and does not otherwise expand in any material respect the scope of any restriction or condition contained thereinassets, and (ei) any instrument governing Indebtedness assumed in connection with any acquisition of any Person or asset and not incurred in contemplation of such acquisition, which encumbrance or restriction pursuant is not applicable to any documentPerson, agreement or instrument governing the properties or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset assets of any Group MemberPerson, other than the Disposition Person or the properties or assets of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)Person so acquired.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), and (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not CollateralExcluded Assets, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m), (n) and (np) or any agreement or option to Dispose any asset of the Borrower or any Group Memberof its Subsidiaries, the Disposition of which is permitted by any other provision of this Agreements Agreement (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment (or sublease or sublicense) of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections Section 7.3(c), (m) and d), (f), (g), (k), (n), (q), (r) or (t) or any agreement or option to Dispose of any asset of any Group Member, the Disposition of which is permitted not prohibited by any other provision of this Agreements Agreement (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents Documents, provided that the foregoing shall not apply to which it is a party, other than restrictions or conditions (a) imposed by law or by this Agreement and Agreement, the other Loan Documents, any Swap Agreement, any Incremental Equivalent Debt or the Senior Unsecured Debt Agreement or, so long as the Loan Documents constitute a “Senior Credit Facility” as defined in the Senior Unsecured Debt Agreement, any Permitted Unsecured Debt, (b) (i) existing on the Fourth Restatement Effective Date and identified on Schedule 7.12 and (ii) any extension or renewal of such restriction or condition or any agreement evidencing such restriction or condition or any amendment or modification thereof, in each case that does not materially expand the scope of any such restriction or condition, (c) contained in agreements relating to the sale of a Subsidiary or Subsidiaries pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is, or the Subsidiaries that are, to be sold (or, in each case, the assets of, or equity interests therein), (d) contained in any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and proceeds thereof), (ce) contained in leases or other agreements that are customary restrictions on and restrict the assignment of leases, licenses (or subletting) thereof and other agreementsrelate only to the assets subject thereto, (df) any agreement in effect (i) binding on a Restricted Subsidiary at the time any such Restricted Subsidiary becomes a is acquired, if such Restricted Subsidiary is not designated an Unrestricted Subsidiary within fifteen (15) days of a Loan Partythe date of such acquisition, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was restrictions were not entered into solely in contemplation of such Person Restricted Subsidiary becoming a Restricted Subsidiary or, in and (ii) any such case, that is set forth in renewal or extension of a restriction or condition permitted by clause (f)(i) or any agreement evidencing such restriction or condition or any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, amendment or modification thereof so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and extension does not otherwise materially expand in any material respect the scope of any such restriction or condition condition, (g) contained thereinin agreements relating to a Disposition permitted hereunder pending such Disposition, provided such restrictions and conditions apply only to the assets subject to such Disposition, (eh) any restriction pursuant are set forth in agreements governing Indebtedness or other obligations of Foreign Subsidiaries, (i) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures other similar arrangements permitted hereunder (including without limitation Permitted Joint Ventures), (j) are restrictions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under Section 7.3, (k) are restrictions on cash or other deposits or net worth imposed by customers or suppliers, or required by insurance, surety or bonding companies; (l) are provisions requiring the granting of a Lien to any document, agreement or instrument governing or relating Person on any Collateral if a Lien is granted with respect to such Collateral securing the Obligations (it being understood that any such Lien shall only be permitted if permitted under Sections 7.3(cSection 7.3), (m) and are set forth in any Permitted Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), (n) are customary net worth provisions contained in real property leases or licenses of Intellectual Property, so long as the Parent Borrower has determined in good faith that such provisions could not reasonably be expected to impair the ability of the Parent Borrower and the other Loan Parties to satisfy the Obligations or (o) contained in agreements created in connection with any agreement Qualified Receivables Transaction that, in the good faith determination of the Parent Borrower, are necessary or option advisable to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any effect such restriction relates only to the assets or property subject to such Lien or being Disposed)Qualified Receivables Transaction.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, acquired other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing the Permitted Sale Leaseback, (d) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary restrictions on the assignment of provisions in leases, licenses and other agreementscontracts restricting the assignment thereof, (df) any licenses in connection with the Subject IP, (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orSubsidiary, (v) exists in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to Indebtedness assumed in connection with any Lien permitted under Sections 7.3(c)Permitted Acquisition, (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).encumbrance 91

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, and (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan PartyBorrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not CollateralExcluded Assets, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m), (n) and (np) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, acquired other than (a) this Agreement and Agreement, the other Loan DocumentsDocuments or any Permitted Unsecured Refinancing Debt, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) [reserved], (d) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary restrictions on the assignment of provisions in leases, licenses and other agreementscontracts restricting the assignment thereof, (df) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orSubsidiary, (v) exists in any such caseinstrument governing Indebtedness assumed in connection with any Permitted Acquisition, that which encumbrance or restriction is set forth in not applicable to any agreement evidencing Person, or the Properties or assets of any amendmentsPerson, restatements, supplements, modifications, extensions, renewals and replacements other than the Person or the Properties or assets of the foregoingPerson so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, so long as such amendment, restatement, supplement, modification, extension, renewal instruments or replacement applies only obligations referred to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and clause (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(cb), (m) and c), (nd), (e), (f), (g)(iv) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, g)(v); provided that any such restriction relates only amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or refinancing (as determined in good faith and, if requested by the Administrative Agent, certified in writing to the assets or property subject to such Lien or being DisposedAdministrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents Documents, provided that the foregoing shall not apply to which it is a party, other than restrictions or conditions (a) imposed by law or by this Agreement and Agreement, the other Loan Documents, any Swap Agreement, any Incremental Equivalent Debt or the Senior Unsecured Debt Agreement or, so long as the Loan Documents constitute a “Senior Credit Facility” as defined in the Senior Unsecured Debt Agreement, any Permitted Unsecured Debt, (b) (i) existing on the Fourth Restatement Effective Date and identified on Schedule 7.12 and (ii) any extension or renewal of such restriction or condition or any agreement evidencing such restriction or condition or any amendment or modification thereof, in each case that does not materially expand the scope of any such restriction or condition, (c) contained in agreements relating to the sale of a Subsidiary or Subsidiaries pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is, or the Subsidiaries that are, to be sold (or, in each case, the assets of, or equity interests therein), (d) contained in any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and proceeds thereof), (ce) contained in leases or other agreements that are customary restrictions on and restrict the assignment of leases, licenses (or subletting) thereof and other agreementsrelate only to the assets subject thereto, (df) any agreement in effect (i) binding on a Restricted Subsidiary at the time any such Restricted Subsidiary becomes a is acquired, if such Restricted Subsidiary is not designated an Unrestricted Subsidiary within fifteen (15) days of a Loan Partythe date of such acquisition, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was restrictions were not entered into solely in contemplation of such Person Restricted Subsidiary becoming a Restricted Subsidiary or, in and (ii) any such case, that is set forth in renewal or extension of a restriction or condition permitted by clause (f)(i) or any agreement evidencing such restriction or condition or any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, amendment or modification thereof so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and extension does not otherwise materially expand in any material respect the scope of any such restriction or condition condition, (g) contained thereinin agreements relating to a Disposition permitted hereunder pending such Disposition, provided such restrictions and conditions apply only to the assets subject to such Disposition, (eh) any restriction pursuant are set forth in agreements governing Indebtedness or other obligations of Foreign Subsidiaries, (i) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures other similar arrangements permitted hereunder (including without limitation Permitted Joint Ventures), (j) are restrictions with 119 respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under Section 7.3, (k) are restrictions on cash or other deposits or net worth imposed by customers or suppliers, or required by insurance, surety or bonding companies; (l) are provisions requiring the granting of a Lien to any document, agreement or instrument governing or relating Person on any Collateral if a Lien is granted with respect to such Collateral securing the Obligations (it being understood that any such Lien shall only be permitted if permitted under Sections 7.3(cSection 7.3), (m) and are set forth in any Permitted Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), (n) are customary net worth provisions contained in real property leases or licenses of Intellectual Property, so long as the Parent Borrower has determined in good faith that such provisions could not reasonably be expected to impair the ability of the Parent Borrower and the other Loan Parties to satisfy the Obligations or (o) contained in agreements created in connection with any agreement Qualified Receivables Transaction that, in the good faith determination of the Parent Borrower, are necessary or option advisable to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any effect such restriction relates only to the assets or property subject to such Lien or being Disposed)Qualified Receivables Transaction.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (d), (f), (g), (l), (m) and ), (n) or (s) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, party other than (a) this Agreement and the other Loan Documents, (b) any agreements evidencing or governing any purchase money Liens or Capital Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreementscontracts entered into in the ordinary course of business, (d) any agreement in effect at the time any Subsidiary Person becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets Restricted Subsidiary; provided that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (e) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or, in any (or the assets of a Restricted Subsidiary) pending such case, sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is set forth in to be sold (or whose assets are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Closing Date and any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, amendments or modifications thereto so long as such amendment, restatement, supplement, modification, extension, renewal amendment or replacement applies only to such Subsidiary and modification does not otherwise expand in any material respect the scope of any such restriction or condition contained thereinin any material respect, and (eg) any restriction pursuant to any document, agreement restrictions under agreements evidencing or instrument governing or otherwise relating to any Lien Indebtedness of Foreign Subsidiaries or Non-Guarantor Subsidiaries permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, Section 7.2; provided that any such restriction relates Indebtedness is only with respect to the assets of Foreign Subsidiaries or property subject to such Lien or being Disposed)Non-Guarantor Subsidiaries and (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) customary provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (e) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (ef) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, party other than (a) this Agreement and the other Loan Documents, the Senior Notes, the OnCure Notes, the Credit Agreement Refinancing Indebtedness, Additional Debt, Additional Term Notes, the Incremental Equivalent Debt, Permitted Unsecured Debt, Unrestricted Additional Term Notes or documents evidencing Indebtedness incurred under Section 7.2(d), (e), (f), (g), (h), (q), (r), (s), (t), (w), (z), (cc), (dd), (ee), (ii), or (jj) and any Permitted Refinancing in respect of any such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby which (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ci) customary restrictions are binding on the assignment of leases, licenses and other agreements, (d) any agreement in effect a Restricted Subsidiary at the time any such Restricted Subsidiary first becomes a Subsidiary of a Loan PartyRestricted Subsidiary, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was agreements were not entered into solely in contemplation of such Person becoming a Subsidiary orRestricted Subsidiary, (ii) are customary provisions in any joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to such casejoint venture entered into in the ordinary course of business, that is set forth in any agreement evidencing any amendments(iii) are customary restrictions on leases, restatementssubleases, supplements, modifications, extensions, renewals and replacements of the foregoing, licenses or asset sale agreements otherwise permitted hereby so long as such amendmentrestrictions relate to the assets subject thereto, restatement, supplement, modification, extension, renewal (iv) are customary provisions restricting subletting or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope assignment of any restriction lease governing a leasehold interest of the Borrower or condition contained thereinany Restricted Subsidiary, (v) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (evi) any restriction pursuant to any document, agreement are restrictions on cash or instrument governing or relating to any Lien permitted other deposits imposed by customers under Sections 7.3(c), (m) contracts entered into in the ordinary course of business and (nc) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates restrictions applicable only to the assets or property subject to such Lien or being Disposed)Foreign Subsidiaries.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, similar agreements and (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, 118 ny-2096649 v7 modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (d), (f), (g), (l), (m) ), (n), and (nq) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien Lien), (f) customary provisions in joint venture agreement and other similar agreements that restrict the transfer of ownership interests in such joint ventures or being Disposed)provisions limiting the disposition or distribution of assets or property (other than dividends on a pro rata basis based on ownership percentage) of the applicable joint venture, which limitation is applicable only to the assets that are the subject of such agreements; provided that such agreement was not entered into in contravention of the terms of the Loan Documents, (f) limitations set forth in Subordinated Indebtedness and (g) limitations set forth in any Permitted Convertible Indebtedness and the Existing Credit Facilities.

Negative Pledge Clauses. Enter The Company Borrower shall not, and shall not6.10 permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, party other than (a) this Agreement and the other Loan Documents, (b) any agreements evidencing or governing any purchase money Liens or Capital Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreementscontracts entered into in the ordinary course of business, (d) any agreement in effect at the time any Subsidiary Person becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets Restricted Subsidiary; provided that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (e) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or, in any (or the assets of a Restricted Subsidiary) pending such case, sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is set forth in to be sold (or whose assets are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Amendment No. 4 Effective Date and any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, amendments or modifications thereto so long as such amendment, restatement, supplement, modification, extension, renewal amendment or replacement applies only to such Subsidiary and modification does not otherwise expand in any material respect the scope of any such restriction or condition contained thereinin any material respect, and (eg) any restriction pursuant to any document, agreement restrictions under agreements evidencing or instrument governing or otherwise relating to any Lien permitted under Sections 7.3(c), (m) and (n) Indebtedness of Foreign Subsidiaries or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).Non-Guarantor -140-

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, acquired other than (a) this Agreement and Agreement, the other Loan DocumentsDocuments and documents governing any Incremental Equivalent Debt, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing the Permitted Sale Leaseback, (d) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary restrictions on the assignment of provisions in leases, licenses and other agreementscontracts restricting the assignment thereof, (df) any licenses in connection with the Subject IP, (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orSubsidiary, (v) exists in any such caseinstrument governing Indebtedness assumed in connection with any Permitted Acquisition, that which encumbrance or restriction is set forth in not applicable to any agreement evidencing Person, or the Property or assets of any amendmentsPerson, restatements, supplements, modifications, extensions, renewals and replacements other than the Person or the Property or assets of the foregoingPerson so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, so long as such amendment, restatement, supplement, modification, extension, renewal instruments or replacement applies only obligations referred to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and clause (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(cb), (m) and c), (nd), (e), (f), (g)(iv) or any agreement (g)(v); provided, that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or option to Dispose any asset of any Group Memberrefinancing (as determined in good faith and, if requested by the Disposition of which is permitted by any other provision of this Agreements (Administrative Agent, certified in each case, provided that any such restriction relates only writing to the assets or property subject to such Lien or being DisposedAdministrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any Loan Party of the Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than than: (a) this Agreement and the other Loan Documents, ; (b) any agreements governing any purchase money Liens or Liens, Capital Lease Obligations or Sale and Leaseback Transactions otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (c) customary restrictions on the assignment of leases, licenses any Permitted Unsecured Refinancing Debt and other agreements, agreements relating to Indebtedness incurred under Section 8.02(h) or 8.02(o); (d) any agreement in effect at imposed by law; (e) agreements relating to the time any Subsidiary becomes a Subsidiary sale of a Loan Party, so long as Restricted Subsidiary permitted hereunder pending such sale (i) in which case any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates limitation shall apply only to the assets of such Restricted Subsidiary); (f) licenses or property leases entered into in the ordinary course of business (in which case any such prohibition or limitation shall only apply to rights under such license or lease); (g) agreements for or instruments evidencing Indebtedness existing on the Closing Date and listed on Schedule 8.13; (h) agreements or instruments assumed or acquired in connection with an Acquisition permitted hereunder and not in connection with or in contemplation thereof (in which case any such prohibition or limitation shall only apply to the assets acquired in such Acquisition); and (i) agreements for or instruments evidencing Indebtedness permitted to be secured under Section 8.03(j) (in which case any such prohibition or limitation shall only apply to the assets subject to such Lien or being Disposedthe applicable permitted Lien).

Negative Pledge Clauses. Enter Except during the Escrow Period with respect to the Existing Credit Agreement, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, the Existing Subordinated Debt Documents, the Notes Indentures, the Additional High Yield Debt Documents and the Preferred Stock, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on and conditions contained in agreements relating to the assignment sale of leases, licenses a Subsidiary or assets pending such sale; provided such restrictions and other agreementsconditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted under this Agreement, (d) any agreement restrictions in effect at on the time date hereof and set forth on Schedule 8.14 hereto, (e) customary provisions in leases and other contracts restricting assignment thereof in existence on the date hereof or entered into consistent with past practice and (f) any Subsidiary becomes a Subsidiary of a Loan Partyrestrictions imposed by any agreement relating to secured Indebtedness permitted by Sections 8.2 and 8.3, so long as the restrictions under this clause (if) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates apply only to the assets or property subject collateral on which a Lien is permitted with respect thereto pursuant to such Lien or being Disposed)Section 8.3.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), and (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not CollateralExcluded Assets, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m), (n) and (np) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Borrower or any Loan Party Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesrevenues (it being understood that an “equal and ratable” provision is not an agreement that imposes such a prohibition or limitation), whether now owned or hereafter acquired, to secure its Obligations securing Indebtedness and other obligations under the Loan Documents to which it is a party(regardless of the amount thereof), other than (a) this Agreement and the other Loan Documents, (b) any agreements restrictions contained in the documents governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)Indebtedness with a final maturity of less than one year, (c) restrictions and conditions imposed by law, (d) customary restrictions on and conditions contained in agreements relating to the assignment sale or disposition of a Subsidiary, property or assets pending such sale or disposition, provided such restrictions and conditions apply only to such Subsidiary, property or assets, (e) restrictions and conditions contained in documentation relating to a Subsidiary acquired after the Closing Date, provided that such restriction or condition (i) existed at the time such Person became a Subsidiary and was not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) applies only to such Subsidiary, (f) restrictions and conditions contained in any agreement relating to Indebtedness or other obligations secured by Liens permitted under this Agreement if such restrictions and conditions apply only to the property or assets subject to such Liens, and (g) customary provisions in leases, licenses and other agreementscontracts restricting or conditioning the assignment or encumbrance thereof, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary including, without limitation, licenses and sublicenses of a Loan Partypatents, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creationtrademarks, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, copyrights and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or similar intellectual property subject to such Lien or being Disposed)rights.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not CollateralExcluded Assets, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien US-DOCS\135452008.17 107 permitted under Sections 7.3(c), (m), (n) and (np) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents and Bank Services Agreements and FX Contracts to which it is a party, other than (a) this Agreement and the other Loan DocumentsDocuments (other than any Bank Services Agreements and FX Contracts), (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m), (n) and (np) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter The Borrower hereby agrees that, at all times prior to the Payment in Full, no Borrower shall, nor shall any Borrower permit any other Group Member to, directly or indirectly, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any #100931212v25 Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents and any agreements governing any Permitted Refinancing Indebtedness in respect of the foregoing, to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Finance Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses licenses, joint venture agreements and other agreements, (d) any agreement in effect at the time any Subsidiary subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not CollateralExcluded Assets (other than with respect to Financeable Assets), and or (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) 7.3 or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements Agreement (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being DisposedDisposed and such Group Member).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents and Bank Services Agreements to which it is a party, other than (a) this Agreement and the other Loan DocumentsDocuments and any Bank Services Agreement, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not CollateralExcluded Assets, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m), (n) and (np) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incurbecome subject to, assume or otherwise incur, or suffer to exist exist, any Lien upon any of its property or revenuesassets, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is or may become a party, party other than (a) this Agreement and Agreement, the other Loan Documents, Documents and under any Hedge Agreement permitted under Section 8.11; (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which casehereby, any if the prohibition or limitation shall therein is only be effective against the assets financed thereby), ; (c) customary restrictions on agreements for the assignment benefit of leases, licenses the holders of Liens described in Section 8.3(k) or 8.3(l) and other agreements, applicable solely to the property subject to such Lien; (d) agreements related to any Permitted Securitization, (e) covenants in documents creating Liens permitted by Section 8.3(k) prohibiting further Liens on the properties encumbered thereby; (f) any other agreement that does not restrict in effect any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations or securing any Credit Agreement Refinancing Indebtedness and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (g) covenants in any Indebtedness permitted pursuant to Section 8.2 to the extent such restrictions or conditions are no more restrictive, taken as a whole, than the restrictions and conditions in the Loan Documents or, in the case of subordinated Indebtedness, are market terms at the time of issuance or, in the case of Indebtedness of any Restricted Subsidiary becomes a Subsidiary of that is not a Loan Party, so long as are imposed solely on any Restricted Subsidiary that is not a Loan Party; (ih) any such prohibition or limitation that (1) exists pursuant to Requirements of Law or any request of any Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries, (2) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.5 pending the consummation of such agreement applies sale, solely with respect to the creationsuch property subject to such sale, incurrence(3) is contained in leases, assumption subleases, licenses, sublicenses or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orsimilar agreements, in any such each case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendmentprovisions are customary and such leases, restatementsubleases, supplementlicenses or similar agreements were entered into in the ordinary course of business, modification(4) exists in any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, extensionor of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, renewal or replacement applies only that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), (5) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (b), (f), (g) or (h)(4); provided that such amendments and refinancings are, taken as a whole, no more materially restrictive with respect to such Subsidiary prohibitions and does not otherwise expand limitations than those prior to such amendment or refinancing; (i) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in any material respect the scope ordinary course of any restriction or condition contained therein, and business; (ej) any restriction pursuant to any document, agreement or instrument governing or relating to existing on the Closing Date and listed in Schedule 8.13; (k) customary restrictions that arise in connection with any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose by Section 8.3 on any asset of any Group Memberor property that is not, the Disposition of which and is permitted by any other provision of this Agreements (in each casenot required to be, provided Collateral that any such restriction relates only to the assets asset or property subject to such Lien Lien; (l) any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or being Disposed)refinancing of any contract, instrument or obligation referred to in clauses (a) through (j) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (m) customary provisions in joint venture agreements, partnership agreements or limited liability company governance documents and other similar agreements applicable to joint ventures or non-Wholly Owned Subsidiaries and applicable solely to such joint venture or non-Wholly Owned Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens Purchase Money Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Restricted Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Restricted Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(cSection 6.1(c), (m) and ), (n) or (r) or any agreement or option to Dispose of any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (the Loan Documents, in each case, provided to the extent that any such restriction relates only to the assets or property subject to such Lien or being Disposed, which restriction shall not be more restrictive on the Borrower and its Subsidiaries than the Loan Documents, and (f) any restriction pursuant to any document, agreement or instrument governing or relating to any Indebtedness permitted under Section 6.4(d), (e), (h), (k), (l) or (q), which restriction shall not be more restrictive on the Borrower and its Subsidiaries than the Loan Documents.

Negative Pledge Clauses. Enter Except as set forth on Schedule 7.7(h), enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections Section 7.3(c), (m) and (nor Section 7.3(f) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements Agreement (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired for the benefit of the Lenders with respect to secure its the Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Second Lien Indebtedness so long as the restrictions set forth therein are no more restrictive, taken as a whole, than the corresponding provisions in the Loan Documents, as determined in good faith and certified in writing to the Administrative Agent by a Responsible Officer of the Borrower, (d) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary restrictions on the assignment of provisions in leases, licenses and other agreementscontracts restricting the assignment thereof, (df) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of a Group Member, (iv) exists in any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan PartyRestricted Subsidiary, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orSubsidiary, (v) exists in any such caseinstrument governing Indebtedness assumed in connection with any Permitted Acquisition, that which encumbrance or restriction is set forth in not applicable to any agreement evidencing Person, or the Properties or assets of any amendmentsPerson, restatements, supplements, modifications, extensions, renewals and replacements other than the Person or the Properties or assets of the foregoingPerson so acquired, so long as (vi) exists on the Closing Date and are listed on Schedule 7.12, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent permitted under this Agreement, or (viii) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in this Section 7.12; provided that such amendment, restatement, supplement, modification, extension, renewal or replacement applies only amendments and refinancings are no more materially restrictive with respect to such Subsidiary prohibitions and does not otherwise expand limitations than those in any material respect the scope of any restriction effect prior to such amendment or condition contained therein, refinancing (as determined in good faith and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (certified in each case, provided that any such restriction relates only writing to the assets or property subject to such Lien or being DisposedAdministrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m), (n) and (np) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. (f). Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan PartyHoldings, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 7.2(i) and (s), Sections 7.3(c), (d), (f), (g), (i), (l), (m), (n), (r), (s), (t), (v) and (n) y), or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed), (f) any restriction set forth on Schedule 7.15(f), (g) restrictions set forth in any document governing Permitted Ratio Debt or Credit Agreement Refinancing Indebtedness, in each case, so long as such restrictions contemplated by this clause (g) do not restrict or otherwise impair the rights of the Administrative Agent, the Lenders or any other Secured Party under this Agreement or any other Loan Document and (h) restrictions applying in respect of the IIA Grants in effect on the Closing Date.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, acquired other than (a) this Agreement and Agreement, the other Loan DocumentsDocuments and documents governing any Incremental Equivalent Debt, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) the ABL Loan Documents and any Permitted Refinancing thereof, (d) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary restrictions on the assignment of provisions in leases, licenses and other agreementscontracts restricting the assignment thereof, (df) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orSubsidiary, (v) exists in any such caseinstrument governing Indebtedness assumed in connection with any Permitted Acquisition, that which encumbrance or restriction is set forth in not applicable to any agreement evidencing Person, or the Property or assets of any amendmentsPerson, restatements, supplements, modifications, extensions, renewals and replacements other than the Person or the Property or assets of the foregoingPerson so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, so long as such amendment, restatement, supplement, modification, extension, renewal instruments or replacement applies only obligations referred to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and clause (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(cb), (m) and c), (nd), (e), (f), (g)(iv) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, g)(v); provided that any such restriction relates only amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or refinancing (as determined in good faith and, if requested by the Administrative Agent, certified in writing to the assets or property subject to such Lien or being DisposedAdministrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, including without limitation, aircraft and related assets acquired in connection with a Permitted Acquisition, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist Incur any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) the Existing Indentures, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely agreements with respect to any Foreign Subsidiary permitted by Section 7.2 (in which case, any prohibition or limitation shall only be effective against the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Foreign Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained thereinits Foreign Subsidiaries), and (e) any restriction pursuant agreements with respect to any documentSubsidiary acquired in a transaction permitted by Section 7.8 (in which case, agreement any prohibition or instrument governing or relating to any Lien permitted under Sections 7.3(c), (mlimitation shall only be effective against the assets of such Subsidiary) and (nf) any agreements governing Indebtedness permitted by Section 7.2 Incurred by the Borrower or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements Domestic Subsidiary (in each case, provided that any such restriction relates only prohibition or limitation shall in any event permit Liens securing (i) the Indebtedness and other obligations under the Loan Documents (as such agreements may be amended, including any amendment and restatement thereof, supplemented or otherwise modified from time to time, including by one or more agreements extending the maturity of, refinancing, replacing or otherwise restructuring, all or any portion of Indebtedness under such agreements or any successor or replacement agreements and whether by the same or any other agent, lender, or group of lenders), and any Guarantee Obligations in respect of such Indebtedness and other obligations, in an aggregate principal amount at least equal to the assets then outstanding aggregate principal amount of the Facilities (including any refinancings, refundings, renewals or property subject to extensions thereof that do not increase the principal amount thereof) plus $500,000,000, (ii) Swap Agreements with any lender or affiliate thereof, and any Guarantee Obligations in respect of such Lien Swap Agreements, (iii) Cash Management Agreements (as defined in the Guarantee and Collateral Agreement) with any lender or being Disposedaffiliate thereof, and any Guarantee Obligations in respect of such Cash Management Agreements), and (iv) Specified Letters of Credit (as defined in the Guarantee and Collateral Agreement) issued by any lender or affiliate thereof, and any Guarantee Obligations in respect of such Specified Letters of Credit.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), and (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes 1 [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (f), (m) and ), (n), or (p) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any Loan Party of the Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than than: (a) this Agreement and the other Loan Documents, ; (b) any agreements governing any purchase money Liens or Liens, Capital Lease Obligations or Sale and Leaseback Transactions otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (c) customary restrictions on the assignment of leases, licenses any Permitted Unsecured Refinancing Debt and other agreements, agreements relating to Indebtedness incurred under Section 8.02(h) or 8.02(o); (d) any agreement in effect at imposed by law; (e) agreements relating to the time any Subsidiary becomes a Subsidiary sale of a Loan Party, so long as Restricted Subsidiary permitted hereunder pending such sale (i) in which case any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates limitation shall apply only to the assets of such Restricted Subsidiary); (f) licenses or property leases entered into in the ordinary course of business (in which case any such prohibition or limitation shall only apply to rights under such license or lease); (g) agreements for or instruments evidencing Indebtedness existing on the Closing Date and listed on Schedule 8.13; (h) agreements or instruments assumed or acquired in connection with an Acquisition permitted hereunder and not in connection with or in contemplation thereof (in which case any such prohibition or limitation shall only apply to the assets acquired in such Acquisition); (i) agreements for or instruments evidencing Indebtedness permitted to be secured under Section 8.03(j) (in which case any such prohibition or limitation shall only apply to the assets subject to such the applicable permitted Lien); and (j) any Second Lien or being Disposed)Notes Document.

Negative Pledge Clauses. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any agreement or other arrangement that prohibits prohibits, restricts or limits imposes any condition upon the ability of any Loan Credit Party to create, incur, assume or suffer to exist any Lien upon any of its property properties or revenuesassets, whether now owned or hereafter acquired, to secure its Obligations the Obligations, except (in each case) for such prohibitions, restrictions or impositions existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Loan Documents Closing Date; (ii) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease Obligations, in each case that impose restrictions only on the property so acquired; (iii) Requirements of Law or any applicable rule, regulation or order; (iv) any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to which it is a partyany Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; (av) this Agreement restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vi) other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 10.1 to the extent that such restrictions apply only to non-Guarantor Restricted Subsidiaries; (vii) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture and the Equity Interests issued thereby; |US-DOCS\101663612.13131839430.6|| (viii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest assignment of any agreement entered into in the ordinary course of business, subject to the applicable anti-assignment provisions of the Uniform Commercial Code or other Loan Documents, applicable law; and (bix) any agreements governing prohibitions, restrictions or impositions of the type referred to above imposed by any purchase money Liens amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Capital Lease Obligations otherwise permitted hereby (refinancings of the contracts, instruments or obligations referred to in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as clauses (i) any through (viii) above; provided that such prohibition contained in any such agreement applies solely with respect to the creationamendments, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendmentsmodifications, restatements, renewals, increases, supplements, modificationsrefundings, extensionsreplacements, renewals and replacements or refinancings are, in the good faith judgment of the foregoingBorrower’s board of directors, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand no more restrictive in any material respect the scope of any with respect to such prohibition, restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject imposition than those prior to such Lien amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or being Disposed)refinancing.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired or to secure its Obligations obligations under the Loan Documents to which it is a party, party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreementsagreements entered into in the ordinary course of business, (d) restrictions imposed by law, (e) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary of Holdings, restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions apply only to such Subsidiary, (f) restrictions imposed by the Non-Recourse CLP Financing Indebtedness or any Standard Securitization Restrictions, in each case in connection with a Non-Recourse CLP Financing, provided such restrictions apply only to the SPEs and CLP Assets owned by the SPEs, (g) restrictions imposed under the HY Indenture on the date hereof or comparable provisions in any other indenture or agreement which terms are not materially more restrictive in the aggregate; (h) any agreement or other instrument of a Person acquired by, or merged, consolidated or amalgamated with or into, any Group Member in effect existence at the time any Subsidiary becomes a Subsidiary of such acquisition, merger, consolidation or amalgamation, or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof), which encumbrance or restriction is not applicable to (x) in the case of an acquisition of assets from such Person, or in the case of a Loan Partymerger, consolidation or amalgamation, any property or assets other than those acquired from such Person, and (y) in the case of the acquisition of such other Person, any Person other than such Person and its Subsidiaries so long as acquired; and (i) any such prohibition contained in any such agreement applies solely restrictions with respect to the creation, incurrence, assumption Capital Stock or sufferance by such Subsidiary assets of a Lien upon assets Subsidiary imposed pursuant to an agreement that are not Collateral, and (ii) such agreement was not has been entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, connection with the Disposition of such Capital Stock or assets of such Subsidiary which Disposition is otherwise permitted by any other provision of under this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)Agreement.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents Documents, provided that the foregoing shall not apply to which it is a party, other than restrictions or conditions (a) imposed by law or by this Agreement and Agreement, the other Loan Documents, any Swap Agreement or the Senior Unsecured Debt Agreement, (b) (i) existing on the Second Restatement Effective Date and identified on Schedule 7.12 and (ii) any extension or renewal of such restriction or condition or any agreement evidencing such restriction or condition or any amendment or modification thereof, in each case that does not materially expand the scope of any such restriction or condition, (c) contained in agreements relating to the sale of a Subsidiary or Subsidiaries pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is, or the Subsidiaries that are, to be sold (or, in each case, the assets of, or equity interests therein), (d) contained in any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and proceeds thereof), (ce) contained in leases or other agreements that are customary restrictions on and restrict the assignment of leases, licenses (or subletting) thereof and other agreementsrelate only to the assets subject thereto, (df) any agreement in effect (i) binding on a Restricted Subsidiary at the time any such Restricted Subsidiary becomes a Subsidiary of a Loan Partyis acquired, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was restrictions were not entered into solely in contemplation of such Person Restricted Subsidiary becoming a Restricted Subsidiary orand (ii) any renewal or extension of a restriction or condition permitted by clause (f)(i) or any agreement evidencing such restriction or condition or any amendment or modification thereof so long as such renewal or extension does not materially expand the scope of such restriction or condition, (g) contained in agreements relating to a Disposition permitted hereunder pending such Disposition, provided such restrictions and conditions apply only to the assets subject to such Disposition, (h) are set forth in agreements governing Indebtedness or other obligations of Foreign Subsidiaries, (i) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures other similar arrangements permitted hereunder, (j) are restrictions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under Section 7.3, (k) are provisions requiring the granting of a Lien to any Person on any Collateral if a Lien is granted with respect to such Collateral securing the Obligations (it being understood that any such caseLien shall only be permitted if permitted under Section 7.3), that is (l) are set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements Permitted Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the foregoingIndebtedness being refinanced) or (m) are customary net worth provisions contained in real property leases or licenses of Intellectual Property, so long as the Parent Borrower has determined in good faith that such amendment, restatement, supplement, modification, extension, renewal or replacement applies only provisions could not reasonably be expected to such Subsidiary impair the ability of the Parent Borrower and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant other Loan Parties to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, satisfy the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)Obligations.

Negative Pledge Clauses. (f) . Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), and (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan PartyHoldings, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 7.2(i), Sections 7.3(c), (d), (f), (g), (i), (l), (m), (n), (r), (s), (t) and (n) v), or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed), (f) any restriction set forth on Schedule 7.16(f) and (g) restrictions set forth in any document governing Permitted Ratio Debt or Credit Agreement Refinancing Indebtedness, in each case, so long as such restrictions contemplated by this clause (g) do not restrict or otherwise impair the rights of the Administrative Agent, the Lenders or any other Secured Party under this Agreement or any other Loan Document.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired for the benefit of the Lenders with respect to secure its the Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) customary restrictions on the assignment of provisions in leases, licenses and other agreementscontracts restricting the assignment thereof, (de) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (f) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of a Group Member, (iv) exists in any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan PartyRestricted Subsidiary, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Property of any Person, other than the Person or the Property of the Person so acquired, (vi) exists on the Effective Date and are listed on Schedule 7.12, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent permitted under this Agreement, (viii) exists in any agreement governing Indebtedness of a Restricted Subsidiary orthat is not a Loan Party that is permitted by Section 7.1 so long as such restriction is only applicable to the relevant Restricted Subsidiary that is not a Loan Party, (ix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (x) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Effective Date and permitted under Section 7.1 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any such caseevent, that is set forth are no more restrictive than the restrictions contained in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoingthis Agreement), so long as the Borrower shall have determined in good faith that such amendmentrestrictions will not affect its obligation or ability to make any payments required hereunder, restatementor (xi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, supplement, modification, extension, renewal instruments or replacement applies only obligations referred to in this Section 7.12; provided that such amendments and refinancings are no more materially restrictive with respect to such Subsidiary prohibitions and does not otherwise expand limitations than those in any material respect the scope of any restriction effect prior to such amendment or condition contained therein, refinancing (as determined in good faith and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (certified in each case, provided that any such restriction relates only writing to the assets or property subject to such Lien or being DisposedAdministrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), and (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan PartyHoldings, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 7.2(i), Sections 7.3(c), (d), (f), (g), (i), (l), (m), (n), (r), (s), (t) and (n) v), or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed), (f) any restriction set forth on Schedule 7.16(f) and (g) restrictions set forth in any document governing Permitted Ratio Debt or Credit Agreement Refinancing Indebtedness, in each case, so long as such restrictions contemplated by this clause (g) do not restrict or otherwise impair the rights of the Administrative Agent, the Lenders or any other Secured Party under this Agreement or any other Loan Document.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its NY-2410154 Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, (e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to equity interests in such joint venture and (ef) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (d), (f), (g), (l), (m), (n), (q) and (nr) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon US-DOCS\109358599.12 any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents and Bank Services Agreements and FX Contracts to which it is a party, other than (a) this Agreement and the other Loan DocumentsDocuments (other than any Bank Services Agreements and FX Contracts), (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m), (n) and (np) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements Agreement (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, acquired other than than: (a) this Agreement and the other Loan Documents, , (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), , (c) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or any restrictions with respect to the Borrower or a Subsidiary imposed with respect to Receivables and/or Permitted Receivables Facility Assets pursuant to an agreement that has been entered into in connection with a Permitted Receivables Facility, (d) customary restrictions on the assignment of provisions in leases, licenses and other agreements, (d) any agreement in effect at contracts restricting the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and assignment thereof, (e) any restriction other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any documentCollateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (f) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement or instrument governing or relating to any Lien transaction permitted under Sections 7.3(c), (m) and (n) Section 8.4 or any agreement or option to Dispose any asset the sale of any Group Member, the Disposition of which is property permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).under Section 8.5,

Negative Pledge Clauses. Enter into or suffer to exist or become effective effective, any agreement that prohibits prohibiting or limits conditioning the ability creation or assumption of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, assets other than than: (a) this Agreement and any such agreement with or in favor of the other Loan Documents, Administrative Agent or the Lenders; (b) in connection with (i) any agreements governing any purchase money Liens permitted to be incurred under Section 7.3(j) or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebyp), (ii) any Indebtedness permitted to be incurred under Section 7.2(f), so long as such restriction is subject to intercreditor arrangements satisfactory to the Required Lenders and (iii) any Indebtedness permitted to be incurred under Section 7.2(h); (c) customary restrictions any such agreement prohibiting other encumbrances on specific property and assets of the assignment Borrower or any of leasesits Subsidiaries, licenses which agreement secures the payment of Indebtedness incurred solely to acquire, construct or improve such property or assets or to finance the purchase price therefor (including, without limitation, Capitalized Lease Obligations) and other agreements, which Indebtedness is otherwise permitted to be incurred under the terms of this Agreement; (d) any agreement in effect at setting forth customary restrictions on the time subletting, assignment or transfer of any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption property or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, asset that is set forth in any agreement evidencing any amendmentsa lease, restatementslicense, supplements, modifications, extensions, renewals and replacements conveyance or contract of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal similar property or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and assets; (e) any restriction pursuant imposed in respect of Non-Recourse Debt of a Subsidiary that is not a Loan Party to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which extent such Indebtedness is permitted by any other provision the terms of this Agreements Agreement; (in each case, provided f) any restriction or encumbrance imposed pursuant to an agreement that has been entered into by the Borrower or any of its Subsidiaries for the disposition of any of its property or assets so long as such Disposition is otherwise permitted to be made under Section 7.5; (g) any such restriction relates only agreement imposed in connection with consignment agreements entered into in the ordinary course of business; and (h) restrictions imposed on JV Subsidiaries pursuant to the assets terms of the joint venture arrangements of holders of the Capital Stock of such JV Subsidiaries in existence on the date hereof or property subject to such Lien or being Disposed)subsequently entered into on customary terms consistent with past practice.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired to secure its Obligations the Secured Obligations, other than: (a) any restrictions existing under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, ; (b) any agreements agreement governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (Indebtedness incurred pursuant to Section 8.2(d) so long as the restrictions set forth therein are not materially more restrictive, taken as a whole, than the corresponding provisions in which casethe Loan Documents, any prohibition or limitation shall only be effective against as determined in good faith by the assets financed thereby)Company, (c) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (d) customary restrictions on the assignment of provisions in leases, licenses and other agreementscontracts restricting the assignment thereof; (e) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (dii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan PartySubsidiary, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orSubsidiary, or (v) exists in any such caseinstrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Property or assets of any Person, other than the Person, or the Property or assets of the Person, so acquired; and (f) in the case of any Subsidiary that is set forth in not a wholly owned Subsidiary, restrictions and conditions imposed by its organizational documents or any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals related joint venture or similar agreements; provided that such restrictions and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies conditions apply only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to Capital Stock of such Lien or being Disposed)Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien securing the Obligations upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than than: (a) this Agreement and the other Loan Documents, ; (b) any restrictions imposed by any agreements governing any secured Indebtedness (including any purchase money Liens or Capital Lease Obligations Obligations) otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (c) any restrictions imposed by agreements governing a Disposition permitted under Section 7.5, provided that such prohibition or limitation relates solely to property to be disposed of; (d) customary restrictions on in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto; (e) customary provisions restricting subletting or assignment of leases, licenses and other agreements, any lease governing a leasehold interest; (df) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (g) any restrictions imposed by Requirement of Law; (h) customary provisions in joint venture agreements or similar agreements or the organizational documents of Subsidiaries that are not Wholly Owned Subsidiaries; and (i) any agreement in effect at the time any Subsidiary a Person becomes a Subsidiary of a Loan Partythe Borrower or the assets governed by such agreement are acquired, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any or such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed)acquired.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesProperty, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its Obligations obligations under the Loan Documents to which it is a partyGuarantee and Collateral Agreement, other than than: (a) this Agreement and Agreement, the other Loan Documents, Documents and any Intercreditor Agreement; (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise Indebtedness and/or other obligations secured by a Lien permitted hereby by this Agreement (in which case, any prohibition or limitation shall only be effective against the assets financed therebysubject to such Liens permitted by this Agreement), ; (c) software and other Intellectual Property licenses pursuant to which such Loan Party is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets subject to the applicable license); #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 (d) Contractual Obligations incurred in the ordinary course of business which (i) limit Liens on the assets that are the subject of the applicable Contractual Obligation or (ii) contain customary provisions restricting the assignment, transfer or pledge of such agreements; (e) any agreements regarding Indebtedness or other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries); (f) prohibitions and limitations in effect on the Closing Date and listed on Schedule 7.12; (g) customary provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures and other non-wholly owned entities not prohibited by this Agreement; (h) customary provisions restricting the subletting, assignment, pledge or other transfer of any lease governing a leasehold interest; (i) customary restrictions on the assignment and conditions contained in any agreement relating to any Disposition of Property, leases, licenses subleases, licenses, sublicenses, cross license, pooling and other agreements, similar agreements not prohibited hereunder; (dj) any agreement in effect at the time any Subsidiary Person becomes a Subsidiary of the Borrower or is merged with or into the Borrower or a Loan PartySubsidiary of the Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orof the Borrower or a party to such merger; (k) restrictions imposed by applicable law or regulation or license requirements; (l) restrictions in any agreements or instruments relating to any Indebtedness permitted to be incurred by this Agreement (including indentures, instruments or agreements governing any New Incremental Debt, indentures, instruments or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted Refinancings of each of the foregoingany Permitted Refinancing Obligations) (i) if the encumbrances and restrictions contained in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing taken as a whole are not materially more restrictive on the Restricted Subsidiaries than the encumbrances contained in this Agreement (as determined in good faith by the Borrower) or relating (ii) if such encumbrances and restrictions are customary for similar financings in light of prevailing market conditions at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to any Lien permitted under Sections 7.3(c), materially impair the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the Security Documents; #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 (m) and (n) or any agreement or option to Dispose any asset restrictions in respect of any Group Member, the Disposition of which is Indebtedness secured by Liens permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only Sections 7.3(g) and 7.3(y) relating solely to the assets or property subject to proceeds thereof secured by such Lien or being Disposed).Indebtedness;

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any Loan Party of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations obligations under the Loan Documents to which it is a party, party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoingBorrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction contemplated by this Section 7.13 contained therein or condition (d) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained thereinin leases, and (e) any restriction pursuant to any documentsubleases, agreement licenses or instrument governing or relating to any Lien permitted under Sections 7.3(c)sublicenses, (m) and (n) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any so long as such restriction relates only restrictions are limited to the property or assets or property subject to such Lien leases, subleases, licenses or being Disposed)sublicenses, as the case may be.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Loan Party Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, acquired other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing the Permitted Sale Leaseback, (d) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary restrictions on the assignment of provisions in leases, licenses and other agreementscontracts restricting the assignment thereof, (df) any licenses in connection with the Subject IP, (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time any such Subsidiary becomes a Subsidiary of a Loan Partythe Borrower, so long as (i) any such prohibition contained in any such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon assets that are not Collateral, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary orSubsidiary, (v) exists in any such caseinstrument governing Indebtedness assumed in connection with any Permitted Acquisition, that which encumbrance or restriction is set forth in not applicable to any agreement evidencing Person, or the Property or assets of any amendmentsPerson, restatements, supplements, modifications, extensions, renewals and replacements other than the Person or the Property or assets of the foregoingPerson so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, so long as such amendment, restatement, supplement, modification, extension, renewal instruments or replacement applies only obligations referred to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and clause (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(cb), (m) and c), (nd), (e), (f), (g), (h)(iv) or any agreement (h)(v); provided, that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or option to Dispose any asset of any Group Memberrefinancing (as determined in good faith and, if requested by the Disposition of which is permitted by any other provision of this Agreements (Administrative Agent, certified in each case, provided that any such restriction relates only writing to the assets or property subject to such Lien or being DisposedAdministrative Agent by a Responsible Officer of the Borrower).