Common use of No Negative Pledges Clause in Contracts

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, except in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint ventures.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Parent Borrower or any of its Subsidiaries other Credit Party except, in each case, pursuant to than those that exist by reason of any restriction existing under the Loan Documents, the Term Loan Documents or the Second Lien Loan Documents as in effect on the date hereof; provided, however, that agreements governing Indebtedness incurred by Foreign Subsidiaries permitted hereby may contain customary restrictions on the assets of such Foreign Subsidiaries. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing (A) Liens permitted pursuant to Section 5.1; 7.01(h), 7.01(i) or 7.01(w) provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens or (B) Indebtedness permitted pursuant to Section 7.05(d) or 7.05(g), (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating applicable to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification customer deposits imposed by customers of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and Parties under contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint ventures.Business,

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual restriction prohibition or encumbrance of any kind limitation on the ability of any Credit Party or such Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers a Borrower or any other Credit Party except, in each case, pursuant to the Loan Documentsof its Subsidiaries. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, except in connection with the following encumbrances or restrictions shall be permitted: (i) any document encumbrances or instrument governing Liens restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted pursuant to by Section 5.15.5(d); provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, (iiC) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, ; (iiiD) with respect to third party contracts, customary limitations on the ability provisions restricting assignment of any agreement entered into by a Subsidiary of a party thereto to assign its interest Borrower in the underlying contract without Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the consent transfer of the other party property subject thereto, ; (ivF) customary restrictions and conditions contained in agreements any agreement relating to the sale of assets any property permitted hereunder under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to be consummated in connection with any joint venture agreement or stockholders agreements solely to the payment in full extent of the Obligations Stock or Stock Equivalents of or property held in the subject Joint Venture and termination of (H) any agreement in effect on the Commitments Closing Date as set forth on Schedule 5.16; or anticipated modification of (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to permit such action)in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions are limited than those prior to the assets being sold, such amendment or refinancing. (vb) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts No Borrower (other than shrink-wrap software licensesITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are not, in the aggregate, material pledged to the business Agent, for the benefit of such Credit Party the Secured Parties, as security for the Obligations, on substantially the same terms and are not related conditions as the Stock and Stock Equivalents of the Borrowers pledged to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer Agent as of Stock of, or assets in, joint venturesthe Closing Date.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Parent Borrower or any of its Subsidiaries other Credit Party except, in each case, pursuant to than those that exist by reason of any restriction existing under the Loan Documents, or the Term Loan Documents or the Second Lien Loan Documents as in effect on the date hereof; provided, however, that (i) Second Lien Documents may contain restrictions on terms and conditions reasonably acceptable to the Collateral Agent and (ii) agreements governing Indebtedness incurred by Foreign Subsidiaries permitted hereby may contain customary restrictions on the assets of such Foreign Subsidiaries. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing (A) Liens permitted pursuant to Section 5.1; 7.01(h), 7.01(i) or 7.01(w) provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens or (B) Indebtedness permitted pursuant to Section 7.05(d) or 7.05(g), (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect restrictions and conditions applicable to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent customer deposits imposed by customers of the other party theretoLoan Parties under contracts entered into the Ordinary Course of Business, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action)hereunder; provided that such restrictions are limited to the assets being sold, sold and (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Stock or Stock Equivalents in such joint venture (excluding for greater certainty, provisions that relate to the pledge of any such Stock or Stock Equivalents in such joint venture which shall be permitted to be made in favor of the Administrative Agent); provided that such restrictions and similar agreements that restrict conditions were not entered into in contemplation or in connection with such Person becoming a Subsidiary. (b) No Loan Party shall issue any Stock or Stock Equivalents (i) if such Issuance would result in an Event of Default under Section 8.01(k) and (ii) unless such Stock and Stock Equivalents are pledged to the transfer Collateral Agent, for the benefit of the Secured Parties, as security for the Finance Obligations, on substantially the same terms and conditions as the Stock of, or assets in, joint venturesand Stock Equivalents of the Loan Parties owned by Holdings were pledged to the Collateral Agent as of the EffectiveOriginal Closing Date.

No Negative Pledges. No Credit Party From and after the Closing Date, no Borrower or Guarantor shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Agent, whether now owned or hereafter acquired, except for (i) restrictions arising in connection with (i) any document cash or instrument governing Liens other deposits permitted pursuant under Sections 5.1 or 5.4 and limited to Section 5.1; provided that any such restriction contained therein relates only to the asset cash or assets financed by the underlying secured obligationsdeposit, (ii) this Agreement and the other Loan Documents, (iii) the Secured Notes, the indenture governing the Secured Notes, the security documents with respect to the Secured Notes and all other documents executed and delivered with respect to the Secured Notes, (iv) 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 the proceeds thereof), (v) 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 or limit the assignment of such Contractual Obligation or rights under such Contractual Obligation, (vi) prohibitions and limitations in effect on the date hereof and listed on Schedule 5.9, (vii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interestinterest and customary net worth provisions in leases, (iiiviii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements any agreement relating to an asset sale permitted by Section 5.2, (ix) any agreement in effect at the sale time any Restricted Subsidiary becomes a Credit Party, so long as such agreement was not entered into solely in contemplation of assets permitted hereunder (or to be consummated in connection with the payment in full such Person becoming a Restricted Subsidiary of the Obligations Parent Borrower and termination any renewal thereof, (x) any Indebtedness of a Restricted Subsidiary of the Commitments or anticipated modification of the Loan Documents to permit such action); provided Parent Borrower that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (is not a Guarantor to the extent such prohibition Indebtedness is enforceable permitted by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts Section 5.5, (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vixi) customary provisions in joint venture agreements, partnership agreements, limited liability company organizational governance document, and other similar agreements applicable to partnerships, limited liability companies, joint ventures and similar agreements that restrict Persons permitted by Section 5.4 and applicable solely to such Persons or the transfer of Stock ofownership therein, (xii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 5.5, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (xiii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 5.5 to the extent that such restrictions apply only to the specific property or assets insecuring such Indebtedness, joint ventures(xiv) any prohibition or limitation that exists pursuant to any applicable Requirement of Law and (xv) any prohibition or limitation that exists pursuant to any Permitted Receivables Financings or Supply Chain Financings, but solely to the extent any negative pledge relates to the property financed by or the subject of such Permitted Receivables Financings or Supply Chain Financings.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Issuer or any other Credit Party except, except those contained in each case, pursuant the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the Loan extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral AgentAgent securing Obligations, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary provisions restricting restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (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), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (iiiD) with respect to third party contracts, consists of customary limitations restrictions on the ability disposition of a party thereto to assign Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its interest Subsidiaries which prohibit such dispositions without granting such reciprocal easements. (b) No Credit Party shall issue any Stock or Stock Equivalents if such issuance would result in the underlying contract without the consent an Event of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such actionDefault under Section 7.1(k); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts . No Credit Party (other than shrink-wrap software licensesHoldings) shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are notpledged to Agent, in for the aggregatebenefit of the Secured Parties, material as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Credit Parties owned by Holdings are pledged to Agent as of the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesRestatement Effective Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than the Borrower) or Restricted Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, except (i) pursuant to the Loan Documents. , (ii) required by any applicable Requirements of Law, (iii) any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower or (iv) with respect to any Property subject to a Permitted Lien. (b) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired, except (1) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(i) and 5.1(j), provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such Permitted Liens, (ii2) customary restrictions in leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, (3) pursuant to the requirements of any applicable Requirements of Law, (4) customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of a Subsidiary, (iii5) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements any agreement relating to the sale of assets any property permitted hereunder under Section 5.2 pending the consummation of such sale with respect to the property covered thereby, (or to be consummated 6) any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Borrower, (7) restrictions or prohibitions existing on the payment in full of the Obligations Closing Date and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited (to the assets being soldextent not otherwise permitted by this Section 5.10) listed on Schedule 5.10, (v8) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (9) licenses and restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business which and (10) restrictions imposed by their any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 5.5 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 prohibit the assignment for Indebtedness of such agreements type, so long as such restrictions do not impair in the ability of the Credit Parties to perform their obligations under the Loan Documents, or require the grant of any security for any obligation if such property is given as security for the Obligations, other than on a subordinated basis. (c) No Credit Party shall issue any Equity Interests (i) if such issuance would result in an Event of Default under subsection 7.1(j) and (ii) in the case of any Subsidiary Guarantor, unless such Equity Interests are pledged to the Administrative Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as, and to the extent such prohibition is enforceable by law) or that, the granting Equity Interests of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) Credit Parties are not, in the aggregate, material pledged to the business Administrative Agent as of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesClosing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Credit Party or Subsidiary and/or (B) customary provisions in the documents, agreements and instruments evidencing the Permitted Unsecured Debt in line with prevailing market standards for similar Indebtedness issued in US capital or syndicated loan markets, unless otherwise agreed to pay dividends to in writing by Agent in its reasonable discretion; (iv) customary provisions restricting assignment of any agreement entered into by a Credit Party or make Subsidiary; (v) any other distribution holder of a Lien permitted by Section 5.1 restricting the transfer of the Property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of Property permitted under Section 5.2 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary of a Credit Party on any becomes a Subsidiary of such Credit Party’s , so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of such Credit Party; (viii) customary provisions in Organization Documents entered in the Ordinary Course of Business (or in connection with the formation of the applicable Person) that (A) restrict the transfer of the Stock in such Person or (B) in the case of a joint venture that is not a Credit Party or Subsidiary’s , provide for other restrictions of the type described above solely with respect to the Stock or Stock Equivalents or to pay fees, including management feesin, or make Property held in, such joint venture, (ix) customary provisions in asset sale and Stock sale agreements and other payments and distributions similar agreements permitted hereunder that provide for restrictions of the type described above, solely with respect to the Borrowers Property or Persons subject to such sale agreement, (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered in the Ordinary Course of Business; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties of any Person, other Credit Party except, in each case, pursuant to than the Person or the Properties so acquired; or (xii) any encumbrance or restriction imposed by any amendments or refinancings that are otherwise not prohibited by the Loan Documents. Documents of the contracts, instruments or obligations referred to in clauses (vi), (vii) or (x) above; provided, that such amendments or refinancings are not more materially restrictive with respect to such encumbrances or restrictions than those prior to such amendment or refinancing. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, except the following: (1) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1subsections 5.1(h) and 5.1(i); provided provided, that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such Permitted Liens, (ii2) this Agreement and the other Loan Documents or (3) any prohibition or limitation that (a) exists pursuant to Requirements of Law, (b) consists of customary provisions restricting subletting restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 5.2 pending the consummation of such sale, (c) restricts subletting, leasehold mortgages or assignment of any lease governing a leasehold interestinterest of a Credit Party or Subsidiary, (iiid) with respect to third party contractsis permitted under subsection 5.1(q), customary limitations on the ability (e) exists in any agreement or other instrument of a party thereto Person acquired in an Investment permitted hereunder in existence at the time of such Investment (but not created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to assign its interest any Person, or the Properties of any Person, other than the Person, or the Property of the Person so acquired; provided, that no such Person shall be a Credit Party and no Property of any such Person shall be included in the underlying contract without the consent Borrowing Base of the other party theretoany Borrower Group, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition or limitation is enforceable applicable to the Liens under the Collateral Documents or requires the grant or creation of a Lien on any Collateral, (f) is contained in any Organization Document of a joint venture which limits the ability of an owner of an interest in the joint venture from encumbering its Stock therein, (g) is imposed by law) any amendments or refinancings that are otherwise permitted by the granting Loan Documents of Liens on the rights contained thereincontracts, instruments or obligations referred to in clause (3)(e); provided provided, that such licenses amendments and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and refinancings are not related more materially restrictive with respect to any material Property, such prohibitions and limitations than those prior to such amendment or refinancing or (vih) customary provisions in joint venture the documents, agreements and instruments evidencing the Permitted Unsecured Debt in line with prevailing market standards for similar agreements that restrict the transfer of Stock ofIndebtedness issued in US capital or syndicated loan markets, or assets in, joint venturesunless otherwise agreed to in writing by Agent in its reasonable discretion.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction or encumbrance of any kind on the ability of any such Credit Party or Subsidiary to (a) pay dividends to a Credit Party or make any other distribution to a Credit Party distributions on any of such Credit Party’s or Subsidiary’s its Stock or Stock Equivalents or to pay fees, including management feesparticipation in its profits owned by Holdings or any of its Subsidiaries, or make other payments and distributions pay any Indebtedness owed to the Borrowers Holdings or any other Credit Party exceptof its Subsidiaries, in each case, pursuant (b) make loans or advances to the Loan Documents. No Credit Party shall, and no Credit Party shall permit Holdings or any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon (c) transfer any of its properties or assets in favor to Holdings or any of Collateral Agent, whether now owned or hereafter acquiredits Subsidiaries, except in connection with for such encumbrances or restrictions existing by reason of (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationsapplicable law, (ii) this Agreement and the other Loan Documents, (iii) the Existing Indebtedness Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability interest of a party thereto to assign Holdings or any of its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldSubsidiaries, (v) licenses and contracts customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the Ordinary Course of Business which by their terms prohibit Business, (vi) restrictions on the assignment transfer of any asset pending the close of the sale of such agreements asset, (vii) restrictions with respect to a Subsidiary of the extent such prohibition is enforceable by law) Borrower and imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the granting outstanding Stock or all or substantially all of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business assets of such Credit Party and are not related to any material PropertySubsidiary in compliance with the other provisions of this Agreement, and (viviii) [Intentionally Omitted], (ix) customary provisions in joint venture agreements and other similar agreements in each case relating solely to the applicable joint venture or similar entity or the Stock or Stock Equivalents therein entered into in the Ordinary Course of Business, (x) restrictions contained in the terms of purchase money obligations or Capitalized Lease Obligations not incurred in violation of this Agreement, provided that restrict such restrictions relate only to the transfer Property financed with such Indebtedness (and the proceeds thereof), and (xi) any other customary provisions arising or agreed to in the Ordinary Course of Business not relating to Indebtedness or Stock of, or Stock Equivalents that do not individually or in the aggregate (x) detract in any material respect from the value of the assets in, joint venturesof Holdings or any of its Subsidiaries or (y) otherwise impair the ability of Holdings or any of its Subsidiaries to perform their obligations under the Loan Documents.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries toSubsidiaries, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Agent, whether now owned or hereafter acquired, acquired except in connection with (i1) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(h) and (i) provided that any such restriction contained therein relates only to the asset or assets financed subject to such permitted Liens (2) 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 underlying secured obligationsgranting of Liens on or pledge of property of any Credit Party to secure the Obligations; and (3) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (iiB) consists of customary provisions restricting restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale, (C) restricts subletting or assignment of any lease governing a leasehold interestinterest of any Credit Party, (iiiD) with respect to third party contractsexists in any agreement in effect at the time such Credit Party becomes a Credit Party, customary limitations on the ability so long as such agreement was not entered into in contemplation of such person becoming a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, Credit Party or (ivE) restrictions and conditions contained in agreements relating to the sale of assets is imposed by any amendments or refinancings that are otherwise permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of by the Loan Documents of the contracts, instruments or obligations referred to permit such actionin clause (2) or (3)(D); provided that such restrictions amendments and refinancings are limited no more materially restrictive with respect to the assets being sold, (v) licenses such prohibitions and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of limitations than those prior to such agreements (to the extent such prohibition is enforceable by law) amendment or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint ventures.refinancing..

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than Partnership) or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, pursuant to the Loan DocumentsParty. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral AgentAgent to secure the Obligations, whether now owned or hereafter acquired, except in connection with . The foregoing shall not apply to (iA) restrictions and conditions imposed by law or by any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationsLoan Document, (iiB) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be consummated in connection with the payment in full of the Obligations sold and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldsale is permitted hereunder, (vC) licenses restrictions and contracts entered into in conditions imposed on any Foreign Subsidiary by the Ordinary Course terms of Business which by their terms prohibit the assignment any Indebtedness of such agreements Foreign Subsidiary permitted to be incurred hereunder, (D) restrictions and conditions imposed on the ability of any Loan Party to the extent create, incur or permit to exist any Lien on any carbon credits or similar allowances of such prohibition Loan Party by any agreement with a third party that is enforceable by law) not an Affiliate of Parent Holdings, Borrower or the granting of Liens on the rights contained therein; provided that such licenses and contracts Subsidiaries, (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (viE) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of Stock ofany interest in joint ventures; (F) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or conditions apply only to the property or assets insecuring such Indebtedness, joint venturesand (G) customary provisions in leases and other contracts restricting the assignment thereof. (a) Borrower shall not issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) unless such Stock and Stock Equivalents are pledged to Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of Borrower owned by Partnership are pledged to Agent as of the Closing Date.

No Negative Pledges. No Credit Loan Party shall, and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock Equity Interests or Stock Equity Interests Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers a Borrower or any other Credit Party exceptSubsidiary, in each case, except pursuant to the terms of the Loan Documents and the Revolving Loan Documents. No Credit Loan Party shall, and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation contractual obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets Collateral in favor of Collateral Agentthe Administrative Agent to secure the Obligations, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; herein, provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationsProperty subject to such Permitted Liens, (ii) customary provisions restricting subletting or assignment with consent of any lease governing a leasehold interest, the Administrative Agent and (iii) with respect pursuant to third party contracts, customary limitations on the ability of a party thereto to assign its interest Revolving Loan Documents and the Intercreditor Agreement. Nothing in the underlying contract without the consent this Section 6.14 shall prohibit (1) this Agreement or any of the other party theretoLoan Documents, (iv2) customary restrictions and conditions contained in agreements any agreement relating to the sale of assets any property permitted hereunder pending the consummation of such sale, (or to be consummated 3) restrictions imposed by applicable law, (4) any agreement in connection with effect at the payment time a Person first became a Subsidiary of any Loan Party, so long as such agreement was not entered into solely in full contemplation of the Obligations such Person becoming a Subsidiary and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldsuch Subsidiary and its Subsidiaries, (v5) licenses and contracts entered into in the Ordinary Course case of Business which any Subsidiary that is not a wholly-owned Subsidiary of Holdings, restrictions and conditions imposed by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) its organizational documents or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are notany related joint venture, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and shareholder or similar agreements that restrict the transfer of Stock ofagreements, or assets in(6) contained in any financing documentation governing Indebtedness permitted to be incurred hereunder that are incurred by a Subsidiary that is not required to be a Guarantor, joint venturesso long as such restrictions operate only upon the occurrence and during the continuance of an event of default under the documentation governing such Indebtedness and only impose restrictions on such Subsidiary and its Subsidiaries.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than the Borrower) or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, except (i) pursuant to the Loan Documents. , (ii) required by any applicable Requirements of Law, (iii) [reserved] or (iv) with respect to any Property subject to a Permitted Lien. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired, except (1) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(i) and 5.1(j), provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such Permitted Liens, (ii2) customary restrictions in leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, (3) pursuant to the requirements of any applicable Requirements of Law, (4) customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of a Subsidiary, (iii5) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements any agreement relating to the sale of assets any property permitted hereunder under Section 5.2 pending the consummation of such sale with respect to the property covered thereby, (or to be consummated 6) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Borrower, (7) restrictions or prohibitions existing on the payment in full of the Obligations Closing Date and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited (to the assets being soldextent not otherwise permitted by this Section 5.10) listed on Schedule 5.10, (v8) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (9) licenses and restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business which and (10) restrictions imposed by their any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 5.5 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms prohibit the assignment for Indebtedness of such agreements type, so long as such restrictions do not impair in the ability of the Credit Parties to perform their obligations under the Loan Documents, or require the grant of any security for any obligation if such property is given as security for the Obligations, other than on a subordinated basis. (c) No Credit Party shall issue any Equity Interests (i) if such issuance would result in an Event of Default under subsection 7.1(j) and (ii) in the case of any Subsidiary Guarantor, unless such Equity Interests are pledged to the Administrative Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as, and to the extent such prohibition is enforceable by law) or that, the granting Equity Interests of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) Credit Parties are not, in the aggregate, material pledged to the business Administrative Agent as of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesClosing Date.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Restricted Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Agent, whether now owned or hereafter acquired, except except, in the case of clauses (i) and (ii), the following: (1) this Agreement and the other Loan Documents and the ABL Documents, (2) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1Sections 5.1(a), 5.1(h), 5.1(i), 5.1(r), 5.1(s), 5.1(x), 5.1(y), 5.1(z), 5.1(aa), 5.1(dd), 5.1(ee) or 5.1(kk); provided that any such restriction contained therein relates only to the asset or assets financed subject to such permitted Liens, (3) 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 Credit Party to secure the Obligations or (4) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted under Section 5.2 pending the consummation of such disposition, (c) restricts subletting or assignment of any lease governing a leasehold interest of a Credit Party or (d) is imposed by any amendments or refinancings that are otherwise permitted by the underlying secured obligationsLoan Documents of the contracts, instruments or obligations referred to in clause (3); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding the foregoing, this Section 5.16 shall not prohibit restrictions, encumbrances, and prohibitions existing under or by reason of (i) Requirements of Law, (ii) this Agreement and the other Loan Documents, (iii) the documentation for any Refinancing Debt, (iv) the ABL Documents, (v) documentation for any Indebtedness of Non-Credit Parties permitted hereunder, (vi) the documentation for any Indebtedness permitted under Section 5.5(d), 5.5(j), 5.5(q) or 5.5(v), (vii) customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of a Credit Party, (iiiviii) with respect to third party contractscustomary provisions restricting assignment of any agreement entered into in the ordinary course of business, customary limitations on the ability (ix) any holder of a party thereto to assign its interest in Permitted Lien restricting the underlying contract without the consent transfer or assignment of the other party property subject thereto, (ivx) customary restrictions and conditions contained in agreements any agreement relating to a disposition permitted by Section 5.2 pending the sale consummation of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being solddisposition, (vxi) any obligations binding on a Restricted Subsidiary at the time such Person becomes a Restricted Subsidiary, so long as such obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (xii) customary provisions in partnership agreements, limited liability company agreements and other Organization Documents, joint venture agreements, asset sale and stock sale agreements and other similar agreements, leases, subleases, licenses and sublicenses entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person, (xiii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the Ordinary Course ordinary course of Business business, (xiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition or other Investment permitted hereunder, which encumbrance or restriction is not applicable to any Person, or the properties of any Person, other than the Person or the properties of the Person so acquired or the properties so acquired, (xv) documentation existing as of the Closing Date and listed on Schedule 5.16 or (xvi) any encumbrances or restrictions imposed by their terms prohibit any amendments or refinancings that are otherwise permitted by the assignment Loan Documents of such agreements the contracts, instruments or obligations referred to in clauses (to the extent such prohibition is enforceable by lawiii), (iv), (v), (ix) or the granting of Liens on the rights contained therein(xiv) above; provided that such licenses amendments or refinancings are no more materially restrictive with respect to such encumbrances and contracts (other restrictions than shrink-wrap software licenses) are not, in the aggregate, material those prior to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, amendment or assets in, joint venturesrefinancing.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than the Borrower) or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, except (i) pursuant to the Loan Documents. , (ii) required by any applicable Requirements of Law, (iii) [reserved] or (iv) with respect to any Property subject to a Permitted Lien. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired, except (1) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(i) and 5.1(j), provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such Permitted Liens, (ii2) customary restrictions in leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, (3) pursuant to the requirements of any applicable Requirements of Law, (4) customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of a Subsidiary, (iii5) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements any agreement relating to the sale of assets any property permitted hereunder under Section 5.2 pending the consummation of such sale with respect to the property covered thereby, (or to be consummated 6) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Borrower, (7) restrictions or prohibitions existing on the payment in full of the Obligations Closing Date and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited (to the assets being soldextent not otherwise permitted by this Section 5.10) listed on Schedule 5.10, (v8) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (9) licenses and restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business which and, (10) restrictions imposed by their any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 5.5 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms prohibit the assignment for Indebtedness of such agreements type, so long as such restrictions do not impair in the ability of the Credit Parties to perform their obligations under the Loan Documents, or require the grant of any security for any obligation if such property is given as security for the Obligations, other than on a subordinated basis and (11) Standard Securitization Undertakings for the benefit of a SPV Subsidiary and/or an ABS Note Subsidiary. (c) No Credit Party shall issue any Equity Interests (i) if such issuance would result in an Event of Default under subsection 7.1(j) and (ii) in the case of any Subsidiary Guarantor, unless such Equity Interests are pledged to the Administrative Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as, and to the extent such prohibition is enforceable by law) or that, the granting Equity Interests of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) Credit Parties are not, in the aggregate, material pledged to the business Administrative Agent as of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesClosing Date.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary of a Credit Party to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Agent, whether now owned or hereafter acquired, except except, in the case of clauses (i) and (ii), the following: (1) this Agreement and the other Loan Documents, (2) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; Sections 5.1(a), 5.1(h), 5.1(i), 5.1(r), 5.1(s), 5.1(x), 5.1(y), 5.1(z), 5.1(aa), or 5.1(ee), provided that any such restriction contained therein relates only to the asset or assets financed subject to such permitted Liens, (3) 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 Credit Party to secure the Obligations or (4) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted under Section 5.2 pending the consummation of such disposition, (c) restricts subletting or assignment of any lease governing a leasehold interest of a Credit Party or (d) is imposed by any amendments or refinancings that are otherwise permitted by the underlying secured obligationsLoan Documents of the contracts, instruments or obligations referred to in clause (3); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding the foregoing, this Section 5.12 shall not prohibit restrictions, encumbrances, and prohibitions existing under or by reason of (i) Requirements of Law, (ii) this Agreement and the other Loan Documents, (iii) [reserved], (iv) [reserved], (v) [reserved], (vi) the documentation for any Indebtedness permitted under Section 5.5(d), 5.5(q) or 5.5(v), (vii) customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of a Credit Party, (iiiviii) with respect to third party contractscustomary provisions restricting assignment of any agreement entered into in the ordinary course of business, customary limitations on the ability (ix) any holder of a party thereto to assign its interest in Permitted Lien restricting the underlying contract without the consent transfer or assignment of the other party property subject thereto, (ivx) customary restrictions and conditions contained in agreements any agreement relating to a disposition permitted by Section 5.2 pending the sale consummation of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being solddisposition, (vxi) any obligations binding on a Credit Party or a Subsidiary of a Credit Party (other than Holdings and the Borrower) at the time such Person becomes a Credit Party or Subsidiary of a Credit Party, so long as such obligations were not entered into in contemplation of such Person becoming a Credit Party or Subsidiary of a Credit Party, (xii) customary provisions in partnership agreements, limited liability company agreements and other Organization Documents, joint venture agreements, asset sale and stock sale agreements and other similar agreements, leases, subleases, licenses and sublicenses entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person, (xiii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the Ordinary Course ordinary course of Business business, (xiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition or other Investment permitted hereunder, which encumbrance or restriction is not applicable to any Person, or the properties of any Person, other than the Person or the properties of the Person so acquired or the properties so acquired, (xv) documentation existing as of the Closing Date and listed on Schedule 5.12 or (xvi) any encumbrances or restrictions imposed by their terms prohibit any amendments or refinancings that are otherwise permitted by the assignment Loan Documents of such agreements the contracts, instruments or obligations referred to in clauses (to the extent such prohibition is enforceable by lawiii), (iv), (v), (ix) or the granting of Liens on the rights contained therein(xiv) above; provided that such licenses amendments or refinancings are no more materially restrictive with respect to such encumbrances and contracts (other restrictions than shrink-wrap software licenses) are not, in the aggregate, material those prior to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, amendment or assets in, joint venturesrefinancing.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Subsidiary of a Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party exceptParty, except for (a) any restriction in each case, pursuant to the Loan Documents, the SCP Loan Documents and the 6.75% Notes Indenture, (b) 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, (c) restrictions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and (e) restrictions binding upon any Foreign Subsidiary in connection with the incurrence of any Indebtedness permitted hereunder. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, acquired except (a) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(h), 5.1(i) and 5.1(r) provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens, (iib) customary provisions restricting subletting restrictions in leases, subleases, licenses or assignment of any lease governing a leasehold interest, (iii) with respect asset sale agreements otherwise not prohibited hereby so long as such restrictions relate to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party assets subject thereto, (ivc) prohibitions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated v) restrictions binding upon any Foreign Subsidiary in connection with the payment in full incurrence of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesIndebtedness permitted hereunder.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party exceptParty, in each case, other than pursuant to the Loan Documents, the Second Lien Loan Documents and any documentation governing Permitted Junior Debt. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired, acquired except in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; Sections 5.1(h) and 5.1(i) provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens, (ii) customary provisions (not entered into in connection with, or in anticipation or contemplation of, the transactions contemplated hereunder and the Related Transactions) restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations (not entered into in connection with, or in anticipation or contemplation of, the transactions contemplated hereunder and the Related Transactions) on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, equity interests or assets in, in joint ventures.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Restricted Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Agent, whether now owned or hereafter acquired, except except, in the case of clauses (i) and (ii), the following: (1) this Agreement and the other Loan Documents, the Initial Term Loan Documents, and any Permitted Term Indebtedness Documents, (2) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1Sections 5.1(a), 5.1(h), 5.1(i), 5.1(r), 5.1(s), 5.1(x), 5.1(y), 5.1(z), 5.1(aa), 5.1(dd), 5.1(ee) or 5.1(kk); provided that any such restriction contained therein relates only to the asset or assets financed subject to such permitted Liens, (3) 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 Credit Party to secure the Obligations or (4) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted under Section 5.2 pending the consummation of such disposition, (c) restricts subletting or assignment of any lease governing a leasehold interest of a Credit Party or (d) is imposed by any amendments or refinancings that are otherwise permitted by the underlying secured obligationsLoan Documents of the contracts, instruments or obligations referred to in clause (3); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding the foregoing, this Section 5.16 shall not prohibit restrictions, encumbrances, and prohibitions existing under or by reason of (i) Requirements of Law, (ii) this Agreement and the other Loan Documents, (iii) the documentation for any Permitted Refinancing, (iv) the Initial Term Loan Documents or any other Permitted Term Indebtedness Documents, (v) documentation for any Indebtedness of Non-Credit Parties permitted hereunder, (vi) the documentation for any Indebtedness permitted under Section 5.5(d), 5.5(j), 5.5(q) or 5.5(v), (vii) customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of a Credit Party, (iiiviii) with respect to third party contractscustomary provisions restricting assignment of any agreement entered into in the ordinary course of business, customary limitations on the ability (ix) any holder of a party thereto to assign its interest in Permitted Lien restricting the underlying contract without the consent transfer or assignment of the other party property subject thereto, (ivx) customary restrictions and conditions contained in agreements any agreement relating to a disposition permitted by Section 5.2 pending the sale consummation of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being solddisposition, (vxi) any obligations binding on a Restricted Subsidiary at the time such Person becomes a Restricted Subsidiary, so long as such obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (xii) customary provisions in partnership agreements, limited liability company agreements and other Organization Documents, joint venture agreements, asset sale and stock sale agreements and other similar agreements, leases, subleases, licenses and sublicenses entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person, (xiii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the Ordinary Course ordinary course of Business business, (xiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition or other Investment permitted hereunder, which encumbrance or restriction is not applicable to any Person, or the properties of any Person, other than the Person or the properties of the Person so acquired or the properties so acquired, (xv) documentation existing as of the Closing Date and listed on Schedule 5.16 or (xvi) any encumbrances or restrictions imposed by their terms prohibit any amendments or refinancings that are otherwise permitted by the assignment Loan Documents of such agreements the contracts, instruments or obligations referred to in clauses (to the extent such prohibition is enforceable by lawiii), (iv), (v), (ix) or the granting of Liens on the rights contained therein(xiv) above; provided that such licenses amendments or refinancings are no more materially restrictive with respect to such encumbrances and contracts (other restrictions than shrink-wrap software licenses) are not, in the aggregate, material those prior to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, amendment or assets in, joint venturesrefinancing.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s 's or Subsidiary’s 's Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers a Borrower or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Term Agent, whether now owned or hereafter acquired, except ; provided that the foregoing in connection with this Section 5.15 shall not apply to restrictions and conditions (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed imposed by the underlying secured obligationsRequirements of Law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interestimposed by the Loan Documents, (iii) with respect to third party contracts, customary limitations on imposed by the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party theretoRevolving Loan Documents, (iv) existing on the date hereof and identified on Schedule 5.16 of the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (v) to customary restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be consummated in connection with sold and such sale is permitted by the payment in full terms of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldthis Agreement, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) clause (b) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (vii) clause (b) of the foregoing shall not apply to customary provisions in joint venture agreements and similar agreements that restrict leases restricting the transfer of Stock of, or assets in, joint venturesassignment thereof.

No Negative Pledges. No Credit Except pursuant to the Note Documents and the First Mortgage Notes Indenture, (i) no Note Party shall, and no Credit Note Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Note Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Note Party’s or Subsidiary’s Stock or Stock Equivalents (other than Constar Holland with respect to any Constar Holland Financing) or to pay fees, including management fees, or make other payments and distributions to the Borrowers Issuers or any other Credit Note Party except, in each case, pursuant to the Loan Documents. No Credit and (ii) no Note Party shall, and no Credit Note Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, except except, in any case under clauses (i) or (ii) above, in connection with (i1) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(h) or (i), the Constar Holland Financing or the First Mortgage Notes Indenture, provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens and (2) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (iiB) consists of customary provisions restricting restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition or (C) restricts licensing, sublicensing or assignment of a contract (but not the creation of a Lien thereon to the extent constituting Collateral), or subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets any Note Party or Subsidiary thereof permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint ventureshereunder.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any of its Subsidiaries other Credit Party except, than as set forth in each case, pursuant to the Loan Documents, except for (i) such impairments, restrictions, limitations or encumbrances existing under any agreement which is in existence at the time any Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Borrower, (ii) such impairments, restrictions, limitations or encumbrances under any agreements relating to joint ventures of Borrower or any Subsidiary to the extent that the creation and existence of such joint venture is permitted hereunder, (iii) such restrictions, limitations or encumbrances existing under any Indebtedness of a Foreign Subsidiary permitted pursuant to Section 5.5 solely to the extent that such restrictions, limitations or encumbrances are limited to the assets or properties of such Foreign Subsidiary and (iv) such restrictions, limitations or encumbrances existing under any Indebtedness permitted pursuant to Section 5.5 and incurred after the Closing Date solely to the extent that such restrictions, limitations or encumbrances are not more restrictive than those contained in this Agreement. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, acquired except (a) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(h) and (i) provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, subject to such permitted Liens (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iiib) with respect to third operating leases and other third-party contracts, customary limitations on the ability of a party thereto to assign its interest interests in the underlying contract without the consent of the other party theretothereto (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), (ivc) customary restrictions and conditions contained in agreements any agreement relating to the sale of assets any Property permitted hereunder under Section 5.2 pending the consummation of such sale, (d) such restrictions, limitations or encumbrances existing under any agreement which is in existence at the time any Person becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Borrower, (e) such restrictions, limitations or encumbrances existing under any Indebtedness of a Foreign Subsidiary permitted pursuant to be consummated in connection with Section 5.5 solely to the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided extent that such restrictions restrictions, limitations or encumbrances are limited to the assets being soldor properties of such Foreign Subsidiary, (vf) licenses such restrictions, limitations or encumbrances existing under any Indebtedness permitted pursuant to Section 5.5 and contracts entered into in incurred after the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (Closing Date solely to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses restrictions, limitations or encumbrances are not more restrictive than those contained in this Agreement and contracts (g) such restrictions, limitations or encumbrances existing under any Indebtedness permitted pursuant to Section 5.5 of a joint venture (other than shrink-wrap software licensesa Subsidiary), the creation and existence of which joint venture is permitted hereunder, solely to the extent that such restrictions, limitations or encumbrances are limited to the assets or properties of such joint venture (other than a Subsidiary). (b) are not, No Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) except in the aggregatecase of Parent, material unless such Stock and Stock Equivalents are pledged to Agent, for the business benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of such Credit Party and are not related pledged to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict Agent as of the transfer of Stock of, or assets in, joint venturesClosing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, except those contained in each case, pursuant the Second Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the Loan extent not more restrictive than the restrictions contained in the Second Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral AgentAgent securing Obligations, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided Sections 5.1(h) and 5.1(i), provided, that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Borrower’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary provisions restricting restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (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), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (iiiD) with respect to third party contracts, consists of customary limitations restrictions on the ability disposition of a party thereto to assign Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its interest Subsidiaries which prohibit such dispositions without granting such reciprocal easements. (b) No Credit Party shall issue any Stock or Stock Equivalents if such issuance would result in the underlying contract without the consent an Event of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such actionDefault under Section 7.1(k); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts . No Credit Party (other than shrink-wrap software licensesHoldings) shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are notpledged to Agent, in for the aggregatebenefit of the Secured Parties, material as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Credit Parties owned by Holdings are pledged to Agent as of the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesRestatement Effective Date.

No Negative Pledges. No Credit Party shall, Borrower shall not and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, %3. create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party Borrower or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit PartyBorrower’s or Subsidiary’s Capital Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower, or any other Credit Party except, in each case, pursuant to make loans or advances to the Loan Documents. No Credit Party shallBorrower, and no Credit Party shall permit or to transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to the Borrower, directly or indirectly, %3. enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agentthe Purchaser, whether now owned or hereafter acquired, except ; provided that the foregoing in connection with this Section 9.12 shall not apply to restrictions and conditions (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed imposed by the underlying secured obligationsRequirements of Law, (ii) customary provisions restricting subletting imposed by the Note Documents (or assignment of any lease governing a leasehold interestrelated document), (iii) with respect to third party contracts, customary limitations existing on the ability of a party thereto date hereof (but shall apply to assign its interest in any extension or renewal of, or any amendment or modification expanding the underlying contract without the consent of the other party theretoscope of, any such restriction or condition), (iv) to customary restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be consummated in connection with sold and such sale is permitted by the payment in full terms of this Agreement; provided further that clause (b) of the Obligations and termination of the Commitments foregoing shall not apply to (i) restrictions or anticipated modification of the Loan Documents conditions imposed by any agreement relating to permit such action); provided that secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions are limited or conditions apply only to the property or assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of securing such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, Indebtedness and (viii) customary provisions in joint venture agreements and similar agreements that restrict leases restricting the transfer of Stock of, or assets in, joint venturesassignment thereof.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than Partnership) or Restricted Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers any Borrower or any other Credit Party except, in each case, pursuant to the Loan DocumentsParty. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral AgentAgent to secure the Obligations, whether now owned or hereafter acquired. The foregoing shall not apply to (A) restrictions and conditions imposed by law or by any Loan Document or the Second Lien Note Documents, except or, subject in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only each case to the asset Intercreditor Agreement, documents governing an Additional Second Lien Debt Facility or assets financed by any documents governing a Permitted Refinancing of any of the underlying secured obligationsforegoing, (iiB) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be consummated in connection with the payment in full of the Obligations sold and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldsale is permitted hereunder, (vC) licenses restrictions and contracts entered into in conditions imposed on any Foreign Subsidiary by the Ordinary Course terms of Business which by their terms prohibit the assignment any Indebtedness of such agreements Foreign Subsidiary permitted to be incurred hereunder, (to the extent such prohibition is enforceable by lawD) or the granting of Liens restrictions and conditions imposed on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are notability of any Credit Party to create, in the aggregate, material incur or permit to the business exist any Lien on any carbon credits or similar credit of such Credit Party and are by any agreement with a third party that is not related to an Affiliate of any material PropertyBorrower or the Subsidiaries, and (viE) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of Stock ofany interest in joint ventures; (F) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (G) customary provisions in leases and other contracts restricting the assignment thereof, (H) any agreement in effect at the time a Person becomes a Subsidiary of the Partnership so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, and (I) any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses, provided the terms and conditions of any such agreement taken as a whole are not materially less favorable to the Credit Parties and their Subsidiaries, or assets inthe Agent or any Lender, joint venturesthan those under the agreement so amended, refinanced or replaced.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers any Borrower or any other Credit Party exceptParty, in each caseor to make loans or advances to any Borrower, pursuant or to the Loan Documents. No Credit Party shall, and no Credit Party shall permit transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to any Borrower, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Term Agent, whether now owned or hereafter acquired, except ; provided that the foregoing in connection with this Section 5.16 shall not apply to restrictions and conditions (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed imposed by the underlying secured obligationsRequirements of Law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interestimposed by the Loan Documents, (iii) with respect to third party contracts, customary limitations existing on the ability of a party thereto date hereof and identified on Schedule 5.16 (but shall apply to assign its interest in any extension or renewal of, or any amendment or modification expanding the underlying contract without the consent of the other party theretoscope of, any such restriction or condition), (iv) to customary restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be consummated in connection with sold and such sale is permitted by the payment in full terms of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldthis Agreement, (v) licenses and contracts entered into in the Ordinary Course of Business which clause (b) shall not apply to restrictions or conditions imposed by their terms prohibit the assignment of any agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such agreements (restrictions or conditions apply only to the extent property or assets securing such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, Indebtedness and (vi) clause (b) of the foregoing shall not apply to customary provisions in joint venture agreements and similar agreements that restrict leases restricting the transfer of Stock of, or assets in, joint venturesassignment thereof.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, except those contained in each case, pursuant the Second Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the Loan extent not more restrictive than the restrictions contained in the Second Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral AgentAgent securing Obligations, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided Sections 5.1(h) and 5.1(i), provided, that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Borrower’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary provisions restricting restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (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), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (iiiD) with respect to third party contracts, consists of customary limitations restrictions on the ability disposition of a party thereto to assign its interest Real Estate interests found in the underlying contract without the consent reciprocal easement agreements of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such any Credit Party and are not related to or any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesits Subsidiaries which prohibit such dispositions without granting such reciprocal easements.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Restricted Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party exceptexcept pursuant to any document or instrument governing Indebtedness permitted pursuant to subsections 5.5(c), 5.5(f), 5.5(h), 5.5(k) and 5.5(m) (in each casecase that do not impair in any material respect, pursuant the Credit Parties’ ability to satisfy the Loan DocumentsObligations (as determined by the Borrower in good faith)). No Credit Party shall, and no Credit Party shall permit any of its U.S. Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral AgentAgent for the benefit of the Secured Parties, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(a), 5.1(h), 5.1(l), 5.1(o), 5.1(p) and 5.1(v), provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, subject to such permitted Liens or (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated any agreement entered into in connection with a Permitted Acquisition. (b) No Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) unless such Stock and Stock Equivalents are pledged to Collateral Agent, for the payment in full benefit of the Obligations Secured Parties, as security for the Obligations, on substantially the same terms and termination of conditions as the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses other Stock and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business Stock Equivalents of such Credit Party and are not related pledged to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesCollateral Agent.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Issuer or any other Credit Party except, except those contained in each case, pursuant the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the Loan extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral AgentAgent securing Obligations, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary provisions restricting restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (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), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (iiiD) with respect to third party contracts, consists of customary limitations restrictions on the ability disposition of a party thereto to assign Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its interest Subsidiaries which prohibit such dispositions without granting such reciprocal easements. (b) No Credit Party shall issue any Stock or Stock Equivalents if such issuance would result in the underlying contract without the consent an Event of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such actionDefault under Section 7.1(k); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts . No Credit Party (other than shrink-wrap software licensesHoldings) shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are notpledged to Agent, in for the aggregatebenefit of the Secured Parties, material as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Credit Parties owned by Holdings are pledged to Agent as of the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesClosing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers a Borrower or any other Credit Party exceptParty, in each case, case except pursuant to this Agreement or any of the other Loan Documents. Documents as in effect on the Closing Date. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, acquired except the following: (i) pursuant to this Agreement or any of the other Loan Documents in effect on the Closing Date; (ii) covenants and agreements made in connection with (i) any document agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only agreement applies solely to the specific asset or assets financed by the underlying secured obligations, securing such Indebtedness; (iiiii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting subletting or the right of assignment of any lease governing a leasehold thereof so long as such restrictions relate solely to the property interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party rights or assets subject thereto, ; (iv) restrictions imposed by law; (v) customary restrictions and conditions contained in agreements relating to the any sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit Stock pending such action); sale, provided that such restrictions are limited and conditions apply only to the assets being soldPerson or property that is to be sold and such sale is not prohibited by the terms of any Loan Document; (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; (vvii) licenses restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; (viii) any agreement or instrument relating to Indebtedness of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesbusiness.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than the Borrower) or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, except (i) pursuant to the Loan Documents. , (ii) required by any applicable Requirements of Law, (iii) [reserved] or (iv) with respect to any Property subject to a Permitted Lien. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired, except (1) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(i) and 5.1(j), provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such Permitted Liens, (ii2) customary restrictions in leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, (3) pursuant to the requirements of any applicable Requirements of Law, (4) customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of a Subsidiary, (iii5) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements any agreement relating to the sale of assets any property permitted hereunder under Section 5.2 pending the consummation of such sale with respect to the property covered thereby, (or to be consummated 6) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Borrower, (7) restrictions or prohibitions existing on the payment in full of the Obligations Closing Date and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited (to the assets being soldextent not otherwise permitted by this Section 5.10) listed on Schedule 5.10, (v8) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (9) licenses and restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business which Business, (10) restrictions imposed by their any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 5.5 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms prohibit the assignment for Indebtedness of such agreements type, so long as such restrictions do not impair in the ability of the Credit Parties to perform their obligations under the Loan Documents, or require the grant of any security for any obligation if such property is given as security for the Obligations, other than on a subordinated basis and (11) Standard Securitization Undertakings for the benefit of a SPV Subsidiary and/or an ABS Note Subsidiary. (c) No Credit Party shall issue any Equity Interests (i) if such issuance would result in an Event of Default under subsection 7.1(j) and (ii) in the case of any Subsidiary Guarantor, unless such Equity Interests are pledged to the Administrative Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as, and to the extent such prohibition is enforceable by law) or that, the granting Equity Interests of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) Credit Parties are not, in the aggregate, material pledged to the business Administrative Agent as of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesClosing Date.

No Negative Pledges. No (a) Except pursuant to the Loan Documents and the First Mortgage Notes Indenture (or any indenture or agreement pursuant to which the First Mortgage Notes are then outstanding or any Permitted Refinancing thereof), (i) no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents (other than Constar Holland with respect to any Constar Holland Financing) or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, pursuant to the Loan Documents. No and (ii) no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, except except, in any case under clauses (i) or (ii) above, in connection with (i1) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(h) and 5.1(i), the First Mortgage Notes Indenture (or any Permitted Refinancing thereof) or any Constar Holland Financing, provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens and (2) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (iiB) consists of customary provisions restricting restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition or (C) restricts licensing, sublicensing or assignment of a contract (but not the creation of a Lien thereon to the extent constituting Collateral), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder. (iiib) with respect to third party contractsNo Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) unless, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without case of any Credit Party other than Holdings, such Stock and Stock Equivalents are pledged to Agent, for the consent benefit of the other party theretoSecured Parties, (iv) restrictions as security for the Obligations, on substantially the same terms and conditions contained in agreements relating to as the sale of assets permitted hereunder (or to be consummated in connection with the payment in full Stock and Stock Equivalents of the Obligations and termination Credit Parties owned by the Credit Parties are pledged to Agent as of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldClosing Date, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable not excluded by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesSection 4.15.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Parent Borrower or any of its Subsidiaries other Credit Party exceptthan those that exist by reason of any restriction existing under the Loan Documents or the Term Loan Documents as in effect on the date hereofunder any Permitted Term Debt Documents (provided that such restrictions are not more restrictive, taken as a whole, than the restrictions in each case, pursuant the Original Term Loan Agreement) or are otherwise reasonably acceptable to the Loan DocumentsAdministrative Agent; provided, however, that (i) Second Lien Documents may contain restrictions on terms and conditions reasonably acceptable to the Collateral Agent and (ii) agreements governing Indebtedness incurred by Foreign Subsidiaries permitted hereby may contain customary restrictions on the assets of such Foreign Subsidiaries. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing (A) Liens permitted pursuant to Section 5.1; 7.01(h), 7.01(i) or 7.01(w) provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens or (B) Indebtedness permitted pursuant to Section 7.05(d) or 7.05(g), (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect restrictions and conditions applicable to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent customer deposits imposed by customers of the other party theretoLoan Parties under contracts entered into the Ordinary Course of Business, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action)hereunder; provided that such restrictions are limited to the assets being sold, sold and (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Stock or Stock Equivalents in such joint venture (excluding for greater certainty, provisions that relate to the pledge of any such Stock or Stock Equivalents in such joint venture which shall be permitted to be made in favor of the Administrative Agent); provided that such restrictions and similar agreements that restrict conditions were not entered into in contemplation or in connection with such Person becoming a Subsidiary. (b) No Loan Party shall issue any Stock or Stock Equivalents (i) if such Issuance would result in an Event of Default under Section 8.01(k) and (ii) unless such Stock and Stock Equivalents are pledged to the transfer Collateral Agent, for the benefit of the Secured Parties, as security for the Finance Obligations, on substantially the same terms and conditions as the Stock of, or assets in, joint venturesand Stock Equivalents of the Loan Parties owned by Holdings were pledged to the Collateral Agent as of the Original Closing Date.

No Negative Pledges. No Credit Except pursuant to the Loan Documents, no Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on Contractual Obligation that limits the ability of any Credit Loan Party or a Subsidiary to pay to the Loan Parties or any Subsidiary of a Loan Party dividends to a Credit Party or make any other distribution to a Credit the Loan Parties or any Subsidiary of any Loan Party on any of such Credit Loan Party’s or Subsidiary’s Stock Equity Interests or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Loan Party in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired; provided that the foregoing clauses (i) and (ii) shall not apply to Contractual Obligations which (A) (x) exist on the date hereof (including, except without limitation, the 2022 Notes Indenture, the 2021 Convertible Senior Notes Indenture, and the Collateral Trust Agreement) or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any disposition permitted by Section 6.02 (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such so long as the applicable restriction contained therein relates only applies solely to the asset or assets the subject of such disposition), (E) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures otherwise permitted under this Agreement, (F) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.05(a)(iii) but solely to the extent any negative pledge relates to the property financed by or the underlying secured obligationssubject of such Indebtedness, (iiG) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of the Borrower or any Subsidiary, (iiiI) with respect to third party contracts, are customary limitations on the ability provisions restricting assignment of a party thereto to assign its interest any agreement entered into in the underlying contract without the consent ordinary course of the business, and (J) are restrictions on cash or other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and deposits imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesbusiness.

No Negative Pledges. No Credit Party shall(a) The Company shall not, and no Credit Party the Company shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of the Company or any Credit Party or Subsidiary of its Subsidiaries to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit PartyPerson’s Shares or Subsidiary’s Stock or Stock Share Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Company or any other Credit Party exceptexcept any restrictions contained in the Note Purchase Documents, the Prepetition Notes Documents, the ABL Documents, the ABL DIP Facility or the Factoring Facility Documents, in each case, pursuant to as in effect on the Loan Documentsdate hereof. No Credit Party shallThe Company shall not, and no Credit Party the Company shall not permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral AgentTrustee, whether now owned or hereafter acquiredacquired except: (i) under the Note Purchase Documents, except in each case, as in effect on the date hereof or as amended, supplemented or otherwise modified from time to time with the prior written consent of the Required Holders; (ii) under the ABL Documents and the ABL DIP Facility, in each case, as in effect on the date hereof or as amended, supplemented or otherwise modified from time to time in accordance with Section 10.15; (iii) under the Factoring Facility Documents, in each case, as in effect on the date hereof or as amended, supplemented or otherwise modified from time to time with the prior written consent of the Required Holders; (iv) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1Sections 10.5 applicable to Capital Lease Obligations and purchase money security interests; provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, subject to such permitted Liens; (iiv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements any agreement relating to the sale sale, assignment, lease, conveyance, transfer or other disposition of any asset permitted under Section 10.2 pending the consummation of such sale, assignment, lease, conveyance, transfer or other disposition; (vi) restrictions imposed by any document or instrument relating to Indebtedness incurred by a Foreign Subsidiary pursuant to Section 10.5 provided that any such restriction contained therein is limited to such Foreign Subsidiary’s assets permitted hereunder (or to be consummated pledged as security in connection with such Indebtedness; and (vii) pursuant to restrictions existing solely under or by reason of applicable Requirements of Law. (b) The Company shall not, and the payment Company shall not permit any Credit Party to, issue any Shares or Share Equivalents (i) if such issuance would result in full an Event of Default and (ii) unless such Shares and Share Equivalents are, pledged to Collateral Trustee, for the benefit of the Obligations Holders, as security for the Obligations, and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions net proceeds are limited applied to the assets being sold, (v) licenses and contracts entered into Obligations in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesaccordance with Section 8.3.

No Negative Pledges. No The Credit Party shall, Parties shall not and no Credit Party shall not cause or permit any of its their Subsidiaries to, to directly or indirectlyindirectly enter into or assume any agreement (other than the Loan Documents and other than as provided in (x) the Senior Subordinated Note Documents and Senior Secured Note Documents, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind each as in effect on the ability of Closing Date, (y) any Credit Party purchase money mortgages evidencing purchase money Liens or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, Capital Leases permitted hereunder (in each which case, pursuant to any prohibition or limitation shall only be effective against the Loan Documents. No Credit Party shall, assets financed thereby) and no Credit Party shall permit any (z) Section 5.1(c) of its Subsidiaries to, directly the Woolite Asset Purchase Agreement) prohibiting the creation or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence assumption of any Lien upon any of its assets in favor of Collateral Agentproperties or assets, whether now owned or hereafter acquired.” (d) Section 3.4 of the Credit Agreement is amended by deleting the word “and” at the end of clause (h) thereof, except by replacing the phrase “clauses (a) through (g)” with the phrase “clauses (a) through (i)” in connection with clause (i) any document or instrument governing Liens permitted thereof and by relettering such clause (i) as clause (j) thereof, and by adding at the end of clause (h) thereof a new clause (i), which shall read in its entirety as follows: (i) indemnification obligations of Borrower and Playtex Manufacturing, Inc., a Delaware corporation, arising pursuant to Section 5.1; provided that any such restriction contained therein relates only 5.11 of the Woolite Asset Purchase Agreement, obligations of Borrower and Playtex Manufacturing, Inc. arising pursuant to the asset or assets financed Transition Agreement contemplated by Section 5.10 of the underlying secured obligations, (ii) customary provisions restricting subletting or assignment Woolite Asset Purchase Agreement and payment of any lease governing a leasehold interest, (iii) with respect purchase price adjustment pursuant to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent Section 2.2 of the other party Woolite Asset Purchase Agreement; and” (e) Section 3.7 of the Credit Agreement is amended deleting the word “and” at the end of clause (d) thereof, by replacing the period at the end of clause (e) thereof with the phrase “, and” and by adding new clause (f) thereto, which shall read in its entirety as follows: (ivf) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesWoolite Sale.”

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s 's Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries toSubsidiaries, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Agent, whether now owned or hereafter acquired, acquired except in connection with (i1) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(h) and (i) provided that any such restriction contained therein relates only to the asset or assets financed subject to such permitted Liens (2) 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 underlying secured obligationsgranting of Liens on or pledge of property of any Credit Party to secure the Obligations; and (3) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (iiB) consists of customary provisions restricting restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale, (C) restricts subletting or assignment of any lease governing a leasehold interestinterest of any Credit Party, (iiiD) with respect to third party contractsexists in any agreement in effect at the time such Credit Party becomes a Credit Party, customary limitations on the ability so long as such agreement was not entered into in contemplation of such person becoming a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, Credit Party or (ivE) restrictions and conditions contained in agreements relating to the sale of assets is imposed by any amendments or refinancings that are otherwise permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of by the Loan Documents of the contracts, instruments or obligations referred to permit such actionin clause (2) or (3)(D); provided that such restrictions amendments and refinancings are limited no more materially restrictive with respect to the assets being sold, (v) licenses such prohibitions and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of limitations than those prior to such agreements (to the extent such prohibition is enforceable by law) amendment or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint ventures.refinancing..

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party exceptParty, in each case, other than pursuant to the Loan Documents, the First Lien Documents and any documentation governing Permitted Junior Debt. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired, acquired except in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; Sections 5.1(h) and 5.1(i) provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens, (ii) customary provisions (not entered into in connection with, or in anticipation or contemplation of, the transactions contemplated hereunder and the Related Transactions) restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations (not entered into in connection with, or in anticipation or contemplation of, the transactions contemplated hereunder and the Related Transactions) on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, equity interests or assets in, in joint ventures.

No Negative Pledges. No With respect to the Credit Party shall, and no Credit Party shall permit Parties: (a) Permit any of its Subsidiaries totheir Subsidiaries, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party Borrower or Subsidiary any such Guarantor to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s Borrowers’ or Subsidiary’s such Guarantors’ Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers any Borrower or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, such Guarantor or (ii) directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, except except, in the case of clauses (i) and (ii), the following: (1) this Agreement and the other Credit Documents, (2) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; Permitted Liens, provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such Permitted Liens, (ii3) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Credit 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 Borrower or any such Guarantor to secure the Obligations or (4) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary provisions restricting restrictions and conditions contained in any agreement relating to the disposition of any property permitted under Section 7.6 pending the consummation of such disposition or (c) restricts subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability interest of a party thereto Borrower or such Guarantor. (b) Issue any Stock (i) if such issuance would result in an Event of Default and (ii) unless such Stock is pledged to assign its interest in Agent, for the underlying contract without the consent benefit of the other party theretoLenders or Holders, (iv) restrictions as security for the Obligations, on substantially the same terms and conditions contained in agreements relating as the Stock of Borrower Agent is pledged to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full Agent as of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesClosing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, except those contained in each case, pursuant the Second Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the Loan extent not more restrictive than the restrictions contained in the Second Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral AgentAgent securing Obligations, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided Sections 5.1(h) and 5.1(i), provided, that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Borrower’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary provisions restricting restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (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), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (iiiD) with respect to third party contracts, consists of customary limitations restrictions on the ability disposition of a party thereto to assign Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its interest Subsidiaries which prohibit such dispositions without granting such reciprocal easements. (b) No Credit Party shall issue any Stock or Stock Equivalents if such issuance would result in the underlying contract without the consent an Event of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such actionDefault under Section 7.1(l); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts . No Credit Party (other than shrink-wrap software licensesHoldings) shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are notpledged to Agent, in for the aggregatebenefit of the Secured Parties, material as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Credit Parties owned by Holdings are pledged to Agent as of the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesRestatement Effective Date.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party exceptParty, in each casecase except (i) customary provisions in joint venture agreements, pursuant limited liability operating agreements, partnership agreements, stockholders agreements, other organizational documents and other similar agreements for Subsidiaries that are not Wholly-Owned Subsidiaries of the Borrower not entered into in contemplation of any senior financing and (ii) stock sale agreements, joint venture agreements, sale/leaseback agreements, purchase agreements, or acquisition agreements (including by way of merger, acquisition or consolidation) entered into by the Borrower or any Subsidiary solely to the Loan Documentsextent pending the consummation of the underlying transactions that would be otherwise permitted hereunder. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, except (i) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; Sections 6.1(h) and 6.1(i) provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens), (ii) customary provisions in leases and subleases restricting the subletting or assignment of any lease governing a leasehold interest, the leased property thereunder; (iii) with respect to third party contractscustomary provisions in agreements, customary limitations on the ability of a party thereto to assign its interest licenses or sublicenses entered into in the underlying contract without ordinary course of business restricting assignment or transfer of (including the consent granting of the other party theretoany Lien upon) such agreement, license or sublicense; (iv) customary restrictions and conditions contained in agreements any (x) agreement relating to the sale of any assets permitted hereunder or Stock of any Credit Party or any of its Subsidiaries pending the consummation of such sale, provided that (or A) such restrictions and conditions apply only to the property to be consummated sold, (B) such agreement does not prohibit or restrict Liens in favor of the Agent and (C) such sale is permitted under Section 6.4; (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Credit Party, so long as such agreement was not entered into in connection with the payment or in full contemplation of the Obligations such person becoming a Subsidiary of a Credit Party and termination of the Commitments does not extend to any Collateral; (vi) customary restrictions on cash deposits or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and other deposits imposed by customers or suppliers under contracts entered into in the Ordinary Course ordinary course of Business business and (vii) customary restrictions on pledges and transfers pertaining to the Stock issued by Persons which by their terms prohibit are not Subsidiaries contained in the assignment of such agreements (applicable joint venture agreement or other organizational document to the extent such prohibition is enforceable by law) or the granting not entered into in contemplation of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturessenior financing.

No Negative Pledges. No Credit Party shall(a) The Company will not, and no Credit Party shall will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing sentence, except in connection with the following encumbrances or restrictions shall be permitted: (i) any document encumbrances or instrument governing Liens restrictions existing under or by reason of (A) this Agreement and the other Financing Documents; (B) Indebtedness permitted pursuant to by Section 5.111.3; provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, (iiC) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, ; (iiiD) with respect to third party contracts, customary limitations on provisions restricting assignment of any agreement entered into by a Subsidiary of the ability Company in the Ordinary Course of Business; (E) any holder of a party thereto to assign its interest in Lien permitted by Section 11.5 restricting the underlying contract without the consent transfer of the other party property subject thereto, ; (ivF) customary restrictions and or conditions contained in agreements any agreement relating to the sale of assets any property permitted hereunder under Section 11.6 pending the consummation of such sale, (G) in the case of a Joint Venture, restrictions in such person’s organization documents or pursuant to be consummated in connection with any joint venture agreement or stockholders’ agreements solely to the payment in full extent of the Obligations Stock or Stock Equivalents of or property held in the subject Joint Venture, (H) the Senior Loan Documents, and termination of (I) any agreement in effect on the Commitments Second Amendment Effective Date and set forth on Schedule 11.10; or anticipated modification of (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Financing Documents or the agreements referred to permit such action)in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions are limited than those prior to such amendment or refinancing. (b) The Company will not, and will not permit any Credit Party to, issue any Stock or Stock Equivalents and pledge such Stock or Stock Equivalents to the assets being sold, (v) licenses Senior Agent under the Senior Loan Documents unless such Stock and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (Stock Equivalents are pledged to the extent such prohibition is enforceable by law) or Collateral Agent, for the granting benefit of Liens the Secured Parties, as security for the Obligations, on substantially the rights contained therein; provided that such licenses same terms and contracts (other than shrink-wrap software licenses) conditions as the Stock and Stock Equivalents are not, in the aggregate, material pledged to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict Senior Agent under the transfer of Stock of, or assets in, joint venturesSenior Loan Documents.”

No Negative Pledges. No Credit Except pursuant to the Loan Documents, no Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on Contractual Obligation that limits the ability of any Credit Loan Party or a Subsidiary to pay to the Loan Parties or any Subsidiary of a Loan Party dividends to a Credit Party or make any other distribution to a Credit the Loan Parties or any Subsidiary of any Loan Party on any of such Credit Loan Party’s or Subsidiary’s Stock Equity Interests or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Loan Party in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired; provided that the foregoing clauses (i) and (ii) shall not apply to Contractual Obligations which (A) (x) exist on the date hereof (including, except without limitation, the 2021 Convertible Senior Notes Indenture and the 2027 Notes Indenture) or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any disposition permitted by Section 6.02 (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such so long as the applicable restriction contained therein relates only applies solely to the asset or assets the subject of such disposition), (E) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures otherwise permitted under this Agreement, (F) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.05(a)(iii) but solely to the extent any negative pledge relates to the property financed by or the underlying secured obligationssubject of such Indebtedness, (iiG) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of the Borrower or any Subsidiary, (iiiI) with respect to third party contracts, are customary limitations on the ability provisions restricting assignment of a party thereto to assign its interest any agreement entered into in the underlying contract without the consent ordinary course of the business, and (J) are restrictions on cash or other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and deposits imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesbusiness.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (x) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Capital Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, or (y) directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets the Collateral in favor of Collateral AgentBank, whether now owned or hereafter acquired; provided, except in connection with that: (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, Loan Document; (ii) the foregoing shall not apply to customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements any agreement relating to the sale of assets any property permitted hereunder under Section 7.4 or 7.9 or pending the consummation of such sale, stock sale agreements, joint venture agreements and agreements evidencing Indebtedness of such joint ventures, sale/leaseback agreements, purchase agreements, or acquisition agreements (including by way of merger, acquisition, consolidation or amalgamation), entered into by Borrower or any Subsidiary solely to be consummated in connection with the payment in full extent pending the consummation of such transaction; (iii) clause (x) of the Obligations and termination foregoing shall not apply to restrictions, limitations or conditions imposed by any of the Commitments or anticipated modification of the Loan Documents following: (x) any agreement relating to permit such action); provided that such restrictions are limited to the assets being soldRatio Debt, (vy) licenses any agreement related to Subordinated Indebtedness and contracts (z) net worth provisions in leases and other agreements entered into by Borrower or any Subsidiary in the Ordinary Course of Business which by their terms prohibit Business; (iv) clause (y) of the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are foregoing shall not related apply to any material Property, and of the following: (vix) customary provisions in joint venture agreements leases and similar agreements that restrict other contracts restricting the transfer assignment thereof, (y) any agreement relating to secured Indebtedness permitted by this Agreement if, in the case of Stock ofthis clause (y), such restrictions or conditions apply only to the Property securing such Indebtedness and (z) customary restrictions on cash or other deposits; and (v) the foregoing shall not apply to restrictions, limitations or conditions imposed by any agreement or other instrument of a Person acquired in a Permitted Acquisition or other Investment permitted by Section 7.5 in existence at the time of such Permitted Acquisition or other Investment (and not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets inof any Person, joint venturesother than the Person, or the Property or assets of the Person, so acquired; provided, that if any restrictions, limitations or conditions permitted pursuant to clauses (iii) (other than pursuant to sub-clause (z)) or (v) (other than restrictions, limitations or conditions imposed by agreements relating to purchase money or Capital Lease Obligations or other agreements not evidencing Indebtedness) above (1) are similar to any restrictions, limitations or conditions in this Agreement, but are more restrictive or limiting than those set forth herein, or are more beneficial to the applicable lender or creditor than the restrictions, limitations or conditions provided to the Bank or (2) differ from the restrictions, limitations or conditions in this Agreement (for example, agreements evidencing Ratio Debt that include an asset coverage financial covenant), then (A) the terms of this Agreement shall, without any further action on the part of Borrower, any other Credit Party or Bank, be deemed to be amended automatically and immediately to include such restrictions, limitations or conditions, (B) promptly after any Credit Party becomes aware of any such restriction, limitation or condition, such Credit Party shall notify Bank thereof and (C) at the reasonable request of the Bank, Borrower shall promptly execute and deliver at its expense an amendment to this Agreement in form and substance satisfactory to the Bank evidencing the amendment of this Agreement to include such restrictions, limitations or conditions.

No Negative Pledges. No Credit Party shall(a) The Company shall not, and no Credit Party the Company shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of the Company or any Credit Party or Subsidiary of its Subsidiaries to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit PartyPerson’s Shares or Subsidiary’s Stock or Stock Share Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Company or any other Credit Party exceptexcept any restrictions contained in the Note Purchase Documents, the Prepetition Notes Documents, the ABL Documents, the ABL DIP Facility or the Factoring Facility Documents, in each case, pursuant to as in effect on the Loan Documentsdate hereof. No Credit Party shallThe Company shall not, and no Credit Party the Company shall not permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquiredacquired except: (i) under the Note Purchase Documents, except in each case, as in effect on the date hereof or as amended, supplemented or otherwise modified from time to time with the prior written consent of the Required Holders; (ii) under the ABL Documents and the ABL DIP Facility, in each case, as in effect on the date hereof or as amended, supplemented or otherwise modified from time to time in accordance with Section 10.15; (iii) under the Factoring Facility Documents, in each case, as in effect on the date hereof or as amended, supplemented or otherwise modified from time to time with the prior written consent of the Required Holders; (iv) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1Sections 10.5 applicable to Capital Lease Obligations and purchase money security interests; provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, subject to such permitted Liens; (iiv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements any agreement relating to the sale sale, assignment, lease, conveyance, transfer or other disposition of any asset permitted under Section 10.2 pending the consummation of such sale, assignment, lease, conveyance, transfer or other disposition; (vi) restrictions imposed by any document or instrument relating to Indebtedness incurred by a Foreign Subsidiary pursuant to Section 10.5 provided that any such restriction contained therein is limited to such Foreign Subsidiary’s assets permitted hereunder (or to be consummated pledged as security in connection with such Indebtedness; and (vii) pursuant to restrictions existing solely under or by reason of applicable Requirements of Law. (b) The Company shall not, and the payment Company shall not permit any Credit Party to, issue any Shares or Share Equivalents (i) if such issuance would result in full an Event of Default and (ii) unless such Shares and Share Equivalents are, pledged to Agent, for the benefit of the Obligations Holders, as security for the Obligations, and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions net proceeds are limited applied to the assets being sold, (v) licenses and contracts entered into Obligations in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesaccordance with Section 8.3.

No Negative Pledges. No Credit Except pursuant to the Loan Documents, no Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on Contractual Obligation that limits the ability of any Credit Loan Party or a Subsidiary to pay to the Loan Parties or any Subsidiary of a Loan Party dividends to a Credit Party or make any other distribution to a Credit the Loan Parties or any Subsidiary of any Loan Party on any of such Credit Loan Party’s or Subsidiary’s Stock Equity Interests or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Loan Party in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired; provided that the foregoing clauses (i) and (ii) shall not apply to Contractual Obligations which (A) (x) exist on the date hereof (including, except without limitation, the 2021 Convertible Senior Notes Indenture and the 2027 Notes Indenture) or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any disposition permitted by Section 6.02 (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such so long as the applicable 1212ACTIVE 224321401v.2 restriction contained therein relates only applies solely to the asset or assets the subject of such disposition), (E) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures otherwise permitted under this Agreement, (F) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.05(a)(iii) but solely to the extent any negative pledge relates to the property financed by or the underlying secured obligationssubject of such Indebtedness, (iiG) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of the Borrower or any Subsidiary, (iiiI) with respect to third party contracts, are customary limitations on the ability provisions restricting assignment of a party thereto to assign its interest any agreement entered into in the underlying contract without the consent ordinary course of the business, and (J) are restrictions on cash or other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and deposits imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesbusiness.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than Partnership) or Restricted Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers any Borrower or any other Credit Party except, in each case, pursuant to the Loan DocumentsParty. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral AgentAgent to secure the Obligations, whether now owned or hereafter acquired. The foregoing shall not apply to (A) restrictions and conditions imposed by law or by any Loan Document or the Second Lien Note Documents, except or, subject in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only each case to the asset Intercreditor Agreement, documents governing an Additional Second Lien Debt Facility or assets financed by any documents governing a Permitted Refinancing of any of the underlying secured obligationsforegoing, (iiB) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be consummated in connection with the payment in full of the Obligations sold and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldsale is permitted hereunder, (vC) licenses restrictions and contracts entered into in conditions imposed on any Foreign Subsidiary by the Ordinary Course terms of Business which by their terms prohibit the assignment any Indebtedness of such agreements Foreign Subsidiary permitted to be incurred hereunder, (to the extent such prohibition is enforceable by lawD) or the granting of Liens restrictions and conditions imposed on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are notability of any Credit Party to create, in the aggregate, material incur or permit to the business exist any Lien on any carbon credits or similar credit of such Credit Party and are by any agreement with a third party that is not related to an Affiliate of any material PropertyBorrower or the Subsidiaries, and (viE) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of Stock ofany interest in joint ventures; (F) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (G) customary provisions in leases and other contracts restricting the assignment thereof, (H) any agreement in effect at the time a Person becomes a Subsidiary of the Partnership so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, and (I) any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses, provided the terms and conditions of any such agreement taken as a whole are not materially less favorable to the Credit Parties and their Subsidiaries, or assets inthe Agent or any Lender, joint venturesthan those under the agreement so amended, refinanced or replaced.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Domestic Subsidiaries to, directly or indirectly, (a) to create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Domestic Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Domestic Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers a Borrower or any other Credit Party exceptParty, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquiredacquired except (i) customary restrictions and conditions contained in agreements relating to the sale of property pending such sale, except provided such restrictions and conditions apply only to the property to be sold and such sale is permitted hereunder, (ii) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (iii) in connection with the organizational documents, or any agreement in respect of any Indebtedness, of a Joint Venture, and (iiv) in connection with any document or instrument governing relating to purchase money Indebtedness, Capital Lease Obligations, other secured Indebtedness and Liens permitted pursuant to Section 5.1; by this Agreement provided that any such restriction contained therein relates only to the asset or assets financed subject to such permitted Liens, and any encumbrances or restrictions imposed by the underlying secured obligations, (ii) customary provisions restricting subletting any amendments or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets refinancings that are otherwise permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of by the Loan Documents to permit of any such action)agreement; provided that such amendments or refinancings are not materially more restrictive with respect to such encumbrances and restrictions are limited than those prior to the assets being sold, such amendment or refinancing. (vb) licenses (i) No Credit Party shall issue any Stock or Stock Equivalents if such issuance would result in an Event of Default under Section 7.1(n) and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by lawii) or the granting of Liens on the rights contained therein; provided that such licenses and contracts no Credit Party (other than shrink-wrap software licensesNxStage) shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are notpledged to Agent, in for the aggregatebenefit of the Secured Parties, material as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Credit Parties pledged to Agent as of the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesClosing Date.

No Negative Pledges. No Except pursuant to the Loan Documents, the 2012 Note Indenture, the 2014 Notes Indenture, the 2015 Notes Indenture, the 2016 Notes Indenture, and the Collateral Trust Agreement (or any indenture or agreement pursuant to which the Existing Notes are then outstanding or any permitted refinancing thereof), no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on Contractual Obligation that limits the ability of any Credit Party or a Subsidiary to pay dividends to the Credit Parties or any Subsidiary of a Credit Party dividends or make any other distribution to a the Credit Parties or any Subsidiary of any Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Credit Party in favor of Collateral Agent, whether now owned or hereafter acquired; provided that the foregoing clauses (i) and (ii) shall not apply to Contractual Obligations which (A) (x) exist on the date hereof or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, except are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any disposition permitted by Section 5.2 (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such so long as the applicable restriction contained therein relates only applies solely to the asset or assets the subject of such disposition), (E) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures otherwise permitted under this Agreement, (F) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 5.5(a)(4) but solely to the extent any negative pledge relates to the property financed by or the underlying secured obligationssubject of such Indebtedness, (iiG) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of the Borrower or any Subsidiary, (iiiI) with respect to third party contracts, are customary limitations on the ability provisions restricting assignment of a party thereto to assign its interest any agreement entered into in the underlying contract without the consent ordinary course of the business, and (J) are restrictions on cash or other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and deposits imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesbusiness.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers a Borrower or any other Credit Party except, except any restrictions contained in each case, pursuant to the Loan Documents, the Indenture Documents or the Factoring Facility Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, except acquired except: (i) under the Loan Documents; (ii) under the Indenture Documents; (iii) under the Factoring Facility Documents; (iv) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1Sections 5.1(h), 5.1(i), 5.1(v), 5.1(w) and 5.1(y); provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, subject to such permitted Liens; (iiv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements any agreement relating to the sale sale, assignment, lease, conveyance, transfer or other disposition of assets any asset permitted hereunder under Section 5.2 pending the consummation of such sale, assignment, lease, conveyance, transfer or other disposition; (vi) restrictions binding upon a Person acquired by a Credit Party (other than any Holding Company), which restrictions were in existence at the time of such Acquisition (but not created in contemplation or anticipation thereof or to be consummated in connection with the payment in full provide all or any portion of the Obligations funds or credit support utilized to consummate such Acquisition), which restrictions are not applicable to any Person, or the Property of any Person, other than the Person and termination its Subsidiaries, or the Property of the Commitments Person and its Subsidiaries, so acquired; (vii) customary restrictions in joint venture, partnership and other similar agreements applicable to joint ventures or anticipated modification of partnerships, as the Loan Documents case may be, permitted under Section 5.4 and applicable solely to permit such action); provided that such restrictions are limited to joint venture or partnership, as the assets being soldcase may be, (v) licenses and contracts entered into in the Ordinary Course of Business which Business; (viii) restrictions imposed by their terms prohibit the assignment of such agreements (any document or instrument relating to the extent such prohibition is enforceable Indebtedness incurred by lawa Foreign Subsidiary pursuant to Section 5.5(m) or the granting of Liens on the rights contained therein; provided that any such licenses restriction contained therein is limited to such Foreign Subsidiary’s assets pledged as security in connection with such Indebtedness; and (ix) pursuant to restrictions existing solely under or by reason of applicable Requirements of Law. (b) No Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under Section 7.1(k) and contracts (other than shrink-wrap software licensesii) unless such Stock and Stock Equivalents are notpledged to Agent, in for the aggregatebenefit of the Secured Parties, material to as security for the business Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of such Credit Party and are not related pledged to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesAgent.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party exceptParty, in each case, pursuant to the other than as provided in this Agreement, any other Loan DocumentsDocument or any First Lien Loan Document. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, except in connection with (i) any document or instrument governing Liens permitted pursuant to subsections 5.1(h), 5.1(i) and 5.1(q) or otherwise permitted hereunder and set forth on Schedule 5.16, provided, in each case, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 5.1; 5.4 and applicable solely to such joint ventures entered into in the ordinary course of business, (iii) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject thereto and (iv) this Agreement, any other Loan Document or any First Lien Loan Document. (b) No Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are notunless, in the aggregate, material to the business case of such any issuance by a Credit Party other than the Borrower, such Stock and Stock Equivalents are not related pledged to any material PropertyAgent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and (vi) customary provisions in joint venture agreements conditions as the Stock and similar agreements that restrict Stock Equivalents of the transfer Credit Parties owned by the Borrower are pledged to Agent as of Stock of, or assets in, joint venturesthe Closing Date.

No Negative Pledges. No Credit Except pursuant to the Loan Documents, no Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on Contractual Obligation that limits the ability of any Credit Loan Party or a Subsidiary to pay to the Loan Parties or any Subsidiary of a Loan Party dividends to a Credit Party or make any other distribution to a Credit the Loan Parties or any Subsidiary of any Loan Party on any of such Credit Loan Party’s or Subsidiary’s Stock Equity Interests or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Loan Party in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired; provided that the foregoing clauses (i) and (ii) shall not apply to Contractual Obligations which (A) (x) exist on the date hereof (including, except without limitation, the 2027 Notes Indenture) or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any disposition permitted by Section 6.02 (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such so long as the applicable restriction contained therein relates only applies solely to the asset or assets the subject of such disposition), (E) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures otherwise permitted under this Agreement, (F) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.05(a)(iii) but solely to the extent any negative pledge relates to the property financed by or the underlying secured obligationssubject of such Indebtedness, (iiG) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of the Borrower or any Subsidiary, (iiiI) with respect to third party contracts, are customary limitations on the ability provisions restricting assignment of a party thereto to assign its interest any agreement entered into in the underlying contract without the consent ordinary course of the business, and (J) are restrictions on cash or other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and deposits imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesbusiness.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to: (A) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers a Borrower or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (B) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Agent, whether now owned or hereafter acquired, acquired except in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; 5.1 provided that any such restriction contained therein relates only to the asset or assets financed by subject to such permitted Liens; provided, that the underlying secured obligationsfollowing agreements, restrictions, encumbrances or Contractual Obligations shall be permitted: (i) the Loan Documents; (ii) customary provisions in leases restricting the subletting or assignment of any lease governing a thereof (and restricting liens on the leasehold interest, assets subject thereto); (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained provisions in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the restricting assignment of such agreements (agreement or license to the extent not materially interfering with the use of such prohibition is enforceable by lawlicenses or agreements; (iv) or customary restrictions and conditions contained in any agreement relating to the granting sale of Liens on any property pending the rights contained therein; consummation of such sale, provided that (1) such licenses restrictions and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material conditions apply only to the business of such Credit Party and are not related property to any material Propertybe sold, and (vi2) customary provisions such sale is permitted hereunder; and (v) negative pledges and restrictions in joint venture agreements favor of the holder of deposits constituting Permitted Liens so long as such negative pledges and similar agreements that restrict restrictions extend solely to the transfer amounts on deposit with such holders and not any other assets of Stock of, the Credit Parties or assets in, joint venturestheir Subsidiaries.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s 's or Subsidiary’s Stock 's Shares or Stock Share Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers a Borrower or any other Credit Party except, except any restrictions contained in each case, pursuant to the Loan Documents, the Indenture Documents or the Factoring Facility Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, except acquired except: (i) under the Loan Documents; (ii) under the Indenture Documents; (iii) under the Factoring Facility Documents; (iv) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1Sections 5.1(h), 5.1(i), 5.1(v), 5.1(w) and 5.1(y); provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, subject to such permitted Liens; (iiv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements any agreement relating to the sale sale, assignment, lease, conveyance, transfer or other disposition of assets any asset permitted hereunder under Section 5.2 pending the consummation of such sale, assignment, lease, conveyance, transfer or other disposition; (vi) restrictions binding upon a Person acquired by a Credit Party (other than any Holding Company), which restrictions were in existence at the time of such Acquisition (but not created in contemplation or anticipation thereof or to be consummated in connection with the payment in full provide all or any portion of the Obligations funds or credit support utilized to consummate such Acquisition), which restrictions are not applicable to any Person, or the Property of any Person, other than the Person and termination its Subsidiaries, or the Property of the Commitments Person and its Subsidiaries, so acquired; (vii) customary restrictions in joint venture, partnership and other similar agreements applicable to joint ventures or anticipated modification of partnerships, as the Loan Documents case may be, permitted under Section 5.4 and applicable solely to permit such action); provided that such restrictions are limited to joint venture or partnership, as the assets being soldcase may be, (v) licenses and contracts entered into in the Ordinary Course of Business which Business; (viii) restrictions imposed by their terms prohibit the assignment any document or instrument relating to Indebtedness incurred by a Foreign Subsidiary pursuant to Section 5.5(m) provided that any such restriction contained therein is limited to such Foreign Subsidiary's assets pledged as security in connection with such Indebtedness; and (ix) pursuant to restrictions existing solely under or by reason of applicable Requirements of Law. (b) No Credit Party shall issue any Shares or Share Equivalents (i) if such agreements issuance would result in an Event of Default under Section 7.1(k) and (ii) unless such Shares and Share Equivalents are, to the extent such prohibition is enforceable required by law) or Section 4.13, pledged to Agent, for the granting benefit of Liens the Secured Parties, as security for the Obligations, on substantially the rights contained therein; provided that such licenses same terms and contracts (other than shrink-wrap software licenses) are not, in conditions as the aggregate, material to the business Shares and Share Equivalents of such Credit Party and are not related pledged to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesAgent.

No Negative Pledges. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Loan Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Loan Party’s or Subsidiary’s Capital Stock or Stock Equivalents or to pay fees, including management fees, fees or make other payments and distributions to the Borrowers Borrower or any other Credit Party exceptLoan Party, in each case, pursuant or to make loans or advances to the Loan Documents. No Credit Party shallBorrower, and no Credit Party shall permit or to transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to the Borrower, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral Agent, whether now owned or hereafter acquired, except ; provided that the foregoing in connection with this Section 9.24 shall not apply to restrictions and conditions (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed imposed by the underlying secured obligationsRequirements of Law, (ii) customary provisions restricting subletting imposed by the Loan Documents or assignment of the Convertible Note Agreement (or any lease governing a leasehold interestrelated document), (iii) with respect to third party contracts, customary limitations existing on the ability of a party thereto date hereof and identified on Schedule 9.24 (but shall apply to assign its interest in any extension or renewal of, or any amendment or modification expanding the underlying contract without the consent of the other party theretoscope of, any such restriction or condition), (iv) to customary restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be consummated in connection with sold and such sale is permitted by the payment in full terms of this Agreement; provided further that clause (b) of the Obligations and termination of the Commitments foregoing shall not apply to (i) restrictions or anticipated modification of the Loan Documents conditions imposed by any agreement relating to permit such action); provided that secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions are limited or conditions apply only to the property or assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of securing such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, Indebtedness and (viii) customary provisions in joint venture agreements and similar agreements that restrict leases restricting the transfer of Stock of, or assets in, joint venturesassignment thereof.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents (it being understood that the priority of any preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Stock shall not be deemed a restriction on the ability to make distributions on Stock) or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, pursuant to the Loan DocumentsParty. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral AgentTrustee, whether now owned or hereafter acquired, acquired except in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided subsections 5.1(k) and 5.1(l) provided, that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, subject to such permitted Liens. (b) No Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) customary provisions restricting subletting other than Stock or assignment Stock Equivalents issued by the Borrower, unless such Stock and Stock Equivalents are pledged to the Collateral Trustee, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Credit Parties owned by the Borrower are pledged to the Collateral Trustee as of the Closing Date. (c) The foregoing restrictions in clauses (a) and (b) shall not apply to restrictions or encumbrances: (i) existing under, by reason of or with respect to the Senior Note Agreement as in effect on the Closing Date, existing Indebtedness or any lease governing other agreements in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, are not less favorable, taken as a leasehold interestwhole, to the Credit Parties than those contained in the Senior Note Agreement, existing Indebtedness or such other agreements, as the case may be, as in effect on the Closing Date; (ii) set forth in this Agreement or any other Loan Document; (iii) existing under or by reason of applicable law, rule, regulation or order; (iv) with respect to third party contracts, customary limitations on any Person or the ability property or assets of a party thereto to assign its interest in Person acquired by any Credit Party or any Subsidiary thereof existing at the underlying contract without the consent time of the other party thereto, (iv) restrictions such acquisition and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or the payment in full properties or assets of any Person, other than the Person, or the property or assets of the Obligations Person, so acquired, and termination any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, are not less favorable, taken as a whole, to the applicable Person than those in effect on the date of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, acquisition; (v) licenses that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (vi) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of any Credit Party or any Subsidiary thereof not otherwise prohibited by this Agreement; (vii) arising or agreed to in the Ordinary Course of Business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of any Credit Party or any Subsidiary thereof in any manner material to any Credit Party or any Subsidiary thereof; (viii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Stock of, or property and assets of, a Subsidiary that restrict distributions or transfer by that Subsidiary pending such sale or other disposition; (ix) on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements Business; (to the extent such prohibition is enforceable by lawx) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) arising from customary provisions in joint venture agreements and other similar agreements that restrict entered into in the transfer Ordinary Course of Stock ofBusiness and which the board of directors of the Borrower determines in good faith will not adversely affect the Borrower’s ability to make payments of principal or interest on the Obligations; and (xi) under Indebtedness of a Subsidiary permitted to be incurred under this Agreement, which encumbrances or assets in, joint venturesrestrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (A) which the board of directors of the Borrower determines in good faith will not adversely affect the Borrower’s ability to make payments of principal or interest on the Obligations or (B) which the board of directors of the Borrower determines in good faith is not materially more restrictive than this Agreement.

No Negative Pledges. No Credit Except pursuant to the Loan Documents, no Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on Contractual Obligation that limits the ability of any Credit Loan Party or a Subsidiary to pay to the Loan Parties or any Subsidiary of a Loan Party dividends to a Credit Party or make any other distribution to a Credit the Loan Parties or any Subsidiary of any Loan Party on any of such Credit Loan Party’s or Subsidiary’s Stock Equity Interests or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Loan Party in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired; provided that the foregoing clauses (i) and (ii) shall not apply to Contractual Obligations which (A) (x) exist on the date hereof (including, except without limitation, the 2027Senior Secured Notes Indenture) or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any disposition permitted by Section 6.02 (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such so long as the applicable restriction contained therein relates only applies solely to the asset or assets the subject of such disposition), (E) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures otherwise permitted under this Agreement, (F) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.05(a)(iii) but solely to the extent any negative pledge relates to the property financed by or the underlying secured obligationssubject of such Indebtedness, (iiG) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of the Borrower or any Subsidiary, (iiiI) with respect to third party contracts, are customary limitations on the ability provisions restricting assignment of a party thereto to assign its interest any agreement entered into in the underlying contract without the consent ordinary course of the business, and (J) are restrictions on cash or other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and deposits imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesbusiness.

No Negative Pledges. No Credit Party From and after the Closing Date, no Borrower or Guarantor shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Agent, whether now owned or hereafter acquired, except for (i) restrictions arising in connection with (i) any document cash or instrument governing Liens other deposits permitted pursuant under Sections 5.1 or 5.4 and limited to Section 5.1; provided that any such restriction contained therein relates only to the asset cash or assets financed by the underlying secured obligationsdeposit, (ii) this Agreement and the other Loan Documents, (iii) the Secured Notes, the indenture governing the Secured Notes, the security documents with respect to the Secured Notes and all other documents executed and delivered with respect to the Secured Notes, (iv) 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 the proceeds thereof), (v) 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 or limit the assignment of such Contractual Obligation or rights under such Contractual Obligation, (vi) prohibitions and limitations in effect on the date hereof and listed on Schedule 5.9, (vii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interestinterest and customary net worth provisions in leases, (iiiviii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements any agreement relating to an asset sale permitted by Section 5.2, (ix) any agreement in effect at the sale time any Restricted Subsidiary becomes a Credit Party, so long as such agreement was not entered into solely in contemplation of assets permitted hereunder (or to be consummated in connection with the payment in full such Person becoming a Restricted Subsidiary of the Obligations Parent Borrower and termination any renewal thereof, (x) any Indebtedness of a Restricted Subsidiary of the Commitments or anticipated modification of the Loan Documents to permit such action); provided Parent Borrower that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (is not a Guarantor to the extent such prohibition Indebtedness is enforceable permitted by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts Section 5.5, (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vixi) customary provisions in joint venture agreements, partnership agreements, limited liability company organizational governance document, and other similar agreements applicable to partnerships, limited liability companies, joint ventures and similar agreements that restrict Persons permitted by Section 5.4 and applicable solely to such Persons or the transfer of Stock ofownership therein, or assets in(xii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 5.5, joint ventures.but solely to the extent any negative pledge relates to the property

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s 's or Subsidiary’s 's Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers a Borrower or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, except ; provided that the foregoing in connection with this Section 5.15 shall not apply to restrictions and conditions (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed imposed by the underlying secured obligationsRequirements of Law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interestimposed by the Loan Documents, (iii) with respect to third party contracts, customary limitations on imposed by the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party theretoTerm Loan Documents, (iv) existing on the date hereof and identified on Schedule 5.16 of the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (v) to customary restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be consummated in connection with sold and such sale is permitted by the payment in full terms of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldthis Agreement, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) clause (b) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (vii) clause (b) of the foregoing shall not apply to customary provisions in joint venture agreements and similar agreements that restrict leases restricting the transfer of Stock of, or assets in, joint venturesassignment thereof.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction or encumbrance of any kind on the ability of any such Credit Party or Subsidiary to (a) pay dividends to a Credit Party or make any other distribution to a Credit Party distributions on any of such Credit Party’s or Subsidiary’s its Stock or Stock Equivalents or to pay fees, including management feesparticipation in its profits owned by Holdings or any of its Subsidiaries, or make other payments and distributions pay any Indebtedness owed to the Borrowers Holdings or any other Credit Party exceptof its Subsidiaries, in each case, pursuant (b) make loans or advances to the Loan Documents. No Credit Party shall, and no Credit Party shall permit Holdings or any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon (c) transfer any of its properties or assets in favor to Holdings or any of Collateral Agent, whether now owned or hereafter acquiredits Subsidiaries, except in connection with for such encumbrances or restrictions existing by reason of (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationsapplicable law, (ii) this Agreement and the other Loan Documents, (iii) the First Lien Indebtedness Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability interest of a party thereto to assign Holdings or any of its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldSubsidiaries, (v) licenses and contracts customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the Ordinary Course of Business which by their terms prohibit Business, (vi) restrictions on the assignment transfer of any asset pending the close of the sale of such agreements asset, (vii) restrictions with respect to a Subsidiary of the extent Borrower and imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the outstanding Stock or all or substantially all of the assets of such prohibition is enforceable by lawSubsidiary in compliance with the other provisions of this Agreement, (viii) restrictions existing with respect to any Person or the granting property or assets of Liens on such Person acquired by the rights contained therein; provided that Borrower or any of its Subsidiaries in a Permitted Acquisition in compliance with this Agreement and existing at the time of such licenses Permitted Acquisition and contracts (not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than shrink-wrap software licenses) are not, in such Person or the aggregate, material to the business property or assets of such Credit Party and are not related to any material PropertyPerson so acquired, and (viix) customary provisions in joint venture agreements and other similar agreements in each case relating solely to the applicable joint venture or similar entity or the Stock or Stock Equivalents therein entered into in the Ordinary Course of Business, (x) restrictions contained in the terms of purchase money obligations or Capitalized Lease Obligations not incurred in violation of this Agreement, provided that restrict such restrictions relate only to the transfer Property financed with such Indebtedness (and the proceeds thereof), and (xi) any other customary provisions arising or agreed to in the Ordinary Course of Business not relating to Indebtedness or Stock of, or Stock Equivalents that do not individually or in the aggregate (x) detract in any material respect from the value of the assets in, joint venturesof Holdings or any of its Subsidiaries or (y) otherwise impair the ability of Holdings or any of its Subsidiaries to perform their obligations under the Loan Documents.

No Negative Pledges. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Loan Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Loan Party’s or Subsidiary’s Capital Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party exceptLoan Party, in each case, pursuant or to make loans or advances to the Loan Documents. No Credit Party shallBorrower, and no Credit Party shall permit or to transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to the Borrower, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral Agent, whether now owned or hereafter acquired, except ; provided that the foregoing in connection with this Section 9.24 shall not apply to restrictions and conditions (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed imposed by the underlying secured obligationsRequirements of Law, (ii) customary provisions restricting subletting imposed by the Loan Documents or assignment of the ABL Credit Agreement (or any lease governing a leasehold interestrelated document), (iii) with respect to third party contracts, customary limitations existing on the ability of a party thereto date hereof and identified on Schedule 9.24 (but shall apply to assign its interest in any extension or renewal of, or any amendment or modification expanding the underlying contract without the consent of the other party theretoscope of, any such restriction or condition), (iv) to customary restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be consummated in connection with sold and such sale is permitted by the payment in full terms of this Agreement; provided further that clause (b) of the Obligations and termination of the Commitments foregoing shall not apply to (i) restrictions or anticipated modification of the Loan Documents conditions imposed by any agreement relating to permit such action); provided that secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions are limited or conditions apply only to the property or assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of securing such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, Indebtedness and (viii) customary provisions in joint venture agreements and similar agreements that restrict leases restricting the transfer of Stock of, or assets in, joint venturesassignment thereof.

No Negative Pledges. No The Credit Party shall, Parties shall not and no Credit Party shall not cause or permit any of its their Subsidiaries to, to directly or indirectly, create indirectly enter into or otherwise cause or suffer to exist or become effective assume any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any agreement (other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to than the Loan Documents. No , the 2011 Indenture, the 2011 High Yield Notes, the 2011 Term Loan B Credit Party shall, Agreement and no Credit Party shall permit agreements entered into with respect to other Indebtedness permitted under Section 5.1(f) and any Permitted Refinancing with respect to any of its Subsidiaries to, directly the foregoing) prohibiting the creation or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence assumption of any Lien upon any of its assets in favor of Collateral Agentproperties or assets, whether now owned or hereafter acquired, except in connection with acquired and other than (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, (ii) customary provisions restricting subletting or assignment of under any lease governing a leasehold interestinterest or lease of personal property; (ii) restrictions with respect to a Subsidiary imposed pursuant to any agreement which has been entered into for the sale or disposition of all or substantially all of the equity interests or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the equity interests or assets of such Subsidiary is permitted under this Agreement; and (iii) with respect restrictions on assignments or sublicensing of licensed Intellectual Property. No reference to third party contractsPermitted Encumbrances in this Agreement or any other Loan Document, customary limitations on including any statement or provision as to the ability acceptability of any Permitted Encumbrances or the permitted priority thereof, shall in any way constitute or be construed so as to provide for a party thereto to assign its interest in the underlying contract without the consent subordination of any rights of the other party thereto, (iv) restrictions and conditions contained in agreements relating to Agents or the sale of assets permitted Lenders hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the arising under any Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course favor of Business which by their terms prohibit the assignment any holder of such agreements (Permitted Encumbrances or any Lien ranking in priority to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesPermitted Encumbrances.

No Negative Pledges. No Credit Loan Party shall, and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock Equity Interests or Stock Equity Interests Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers a Borrower or any other Credit Party exceptSubsidiary, in each case, except pursuant to the terms of the Loan Documents and the Revolving Loan Documents. No Credit Loan Party shall, and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation contractual obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets Collateral in favor of Collateral Agentthe Administrative Agent to secure the Obligations, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing Purchase Money Liens permitted pursuant to Section 5.1; herein, provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationsProperty subject to such PermittedPurchase Money Liens, (ii) customary provisions restricting subletting or assignment with consent of any lease governing a leasehold interest, the Administrative Agent and (iii) with respect pursuant to third party contracts, customary limitations on the ability of a party thereto to assign its interest Revolving Loan Documents and the Intercreditor Agreement. Nothing in the underlying contract without the consent this Section 6.14 shall prohibit (1) this Agreement or any of the other party theretoLoan Documents, or (iv2) customary restrictions and conditions contained in agreements any agreement relating to the sale of assets any property permitted hereunder pending the consummation of such sale, (or to be consummated 3) restrictions imposed by applicable law, (4) any agreement in connection with effect at the payment time a Person first became a Subsidiary of any Loan Party, so long as such agreement was not entered into solely in full contemplation of the Obligations such Person becoming a Subsidiary and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldsuch Subsidiary and its Subsidiaries, (v5) licenses and contracts entered into in the Ordinary Course case of Business which any Subsidiary that is not a wholly-owned Subsidiary of Holdings, restrictions and conditions imposed by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) its organizational documents or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are notany related joint venture, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and shareholder or similar agreements that restrict the transfer of Stock ofagreements, or assets in(6) contained in any financing documentation governing Indebtedness permitted to be incurred hereunder that are incurred by a Subsidiary that is not required to be a Guarantor, joint venturesso long as such restrictions operate only upon the occurrence and during the continuance of an event of default under the documentation governing such Indebtedness and only impose restrictions on such Subsidiary and its Subsidiaries.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, except those contained in each case, pursuant the Second Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the Loan extent not more restrictive than the restrictions contained in the Second Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral AgentAgent securing Obligations, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided Sections 5.1(h) and 5.1(i), provided, that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Borrower’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary provisions restricting restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (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), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (iiiD) with respect to third party contracts, consists of customary limitations restrictions on the ability disposition of a party thereto to assign Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its interest Subsidiaries which prohibit such dispositions without granting such reciprocal easements. (b) No Credit Party shall issue any Stock or Stock Equivalents if such issuance would result in the underlying contract without the consent an Event of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such actionDefault under Section 7.1(kl); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts . No Credit Party (other than shrink-wrap software licensesHoldings) shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are notpledged to Agent, in for the aggregatebenefit of the Secured Parties, material as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Credit Parties owned by Holdings are pledged to Agent as of the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesRestatement Effective Date.

No Negative Pledges. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Loan Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Loan Party’s or Subsidiary’s Capital Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party exceptLoan Party, in each case, pursuant or to make loans or advances to the Loan Documents. No Credit Party shallBorrower, and no Credit Party shall permit or to transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to the Borrower, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral Agent, whether now owned or hereafter acquired, except ; provided that the foregoing in connection with this Section 9.24 shall not apply to restrictions and conditions (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed imposed by the underlying secured obligationsRequirements of Law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interestimposed by the Note Documents, (iii) with respect to third party contracts, customary limitations existing on the ability of a party thereto date hereof and identified on Schedule 9.24 (but shall apply to assign its interest in any extension or renewal of, or any amendment or modification expanding the underlying contract without the consent of the other party theretoscope of, any such restriction or condition), (iv) to customary restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be consummated in connection with sold and such sale is permitted by the payment in full terms of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldthis Agreement, (v) licenses and contracts entered into in the Ordinary Course of Business which clause (b) shall not apply to restrictions or conditions imposed by their terms prohibit the assignment of any agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such agreements (restrictions or conditions apply only to the extent property or assets securing such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, Indebtedness and (vi) clause (b) of the foregoing shall not apply to customary provisions in joint venture agreements and similar agreements that restrict leases restricting the transfer of Stock of, or assets in, joint venturesassignment thereof.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction or encumbrance of any kind on the ability of any such Credit Party or Subsidiary to (a) pay dividends to a Credit Party or make any other distribution to a Credit Party distributions on any of such Credit Party’s or Subsidiary’s its Stock or Stock Equivalents or to pay fees, including management feesparticipation in its profits owned by Holdings or any of its Subsidiaries, or make other payments and distributions pay any Indebtedness owed to the Borrowers Holdings or any other Credit Party exceptof its Subsidiaries, in each case, pursuant (b) make loans or advances to the Loan Documents. No Credit Party shall, and no Credit Party shall permit Holdings or any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon (c) transfer any of its properties or assets in favor to Holdings or any of Collateral Agent, whether now owned or hereafter acquiredits Subsidiaries, except in connection with for such encumbrances or restrictions existing by reason of (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationsapplicable law, (ii) this Agreement and the other Loan Documents, (iii) the Second Lien Indebtedness Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability interest of a party thereto to assign Holdings or any of its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldSubsidiaries, (v) licenses and contracts customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the Ordinary Course of Business which by their terms prohibit Business, (vi) restrictions on the assignment transfer of any asset pending the close of the sale of such agreements asset, (vii) restrictions with respect to a Subsidiary of the extent Borrower and imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the outstanding Stock or all or substantially all of the assets of such prohibition is enforceable by lawSubsidiary in compliance with the other provisions of this Agreement, (viii) restrictions existing with respect to any Person or the granting property or assets of Liens on such Person acquired by the rights contained therein; provided that Borrower or any of its Subsidiaries in a Permitted Acquisition in compliance with this Agreement and existing at the time of such licenses Permitted Acquisition and contracts (not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than shrink-wrap software licenses) are not, in such Person or the aggregate, material to the business property or assets of such Credit Party and are not related to any material PropertyPerson so acquired, and (viix) customary provisions in joint venture agreements and other similar agreements in each case relating solely to the applicable joint venture or similar entity or the Stock or Stock Equivalents therein entered into in the Ordinary Course of Business, (x) restrictions contained in the terms of purchase money obligations or Capitalized Lease Obligations not incurred in violation of this Agreement, provided that restrict such restrictions relate only to the transfer Property financed with such Indebtedness (and the proceeds thereof), and (xi) any other customary provisions arising or agreed to in the Ordinary Course of Business not relating to Indebtedness or Stock of, or Stock Equivalents that do not individually or in the aggregate (x) detract in any material respect from the value of the assets in, joint venturesof Holdings or any of its Subsidiaries or (y) otherwise impair the ability of Holdings or any of its Subsidiaries to perform their obligations under the Loan Documents.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than Partnership) or Restricted Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers any Borrower or any other Credit Party except, in each case, pursuant to the Loan DocumentsParty. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral AgentAgent to secure the Obligations, whether now owned or hereafter acquired. The foregoing shall not apply to (A) restrictions and conditions imposed by law or by any Loan Document or the Second Lien Note Documents, except or, subject in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only each case to the asset Intercreditor Agreement, documents governing an Additional Second Lien Debt Facility or assets financed by any documents governing a Permitted Refinancing of any of the underlying secured obligationsforegoing, (iiB) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be consummated in connection with the payment in full of the Obligations sold and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldsale is permitted hereunder, (vC) licenses restrictions and contracts entered into in conditions imposed on any Foreign Subsidiary by the Ordinary Course terms of Business which by their terms prohibit the assignment any Indebtedness of such agreements Foreign Subsidiary permitted to be incurred hereunder, (to the extent such prohibition is enforceable by lawD) or the granting of Liens restrictions and conditions imposed on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are notability of any Credit Party to create, in the aggregate, material incur or permit to the business exist any Lien on any carbon credits or similar credit of such Credit Party and are by any agreement with a third party that is not related to an Affiliate of any material PropertyBorrower or the Subsidiaries, and (viE) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of Stock ofany interest in joint ventures; (F) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (G) customary provisions in leases and other contracts restricting the assignment thereof, (H) any agreement in effect at the time a Person becomes a Subsidiary of the Partnership so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, and (I) any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses, provided the terms and conditions of any such agreement taken as a whole are not materially less favorable to the Credit Parties and their Subsidiaries, or assets inthe Agent or any Lender, joint venturesthan those under the agreement so amended, refinanced or replaced. (b) No Borrower nor any other Credit Party shall issue any Stock or Stock Equivalents if such issuance would result in an Event of Default under Section 7.1(k). Neither RNFC nor any Guarantor shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are pledged to Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents are pledged to Agent as of the Closing Date under the terms of the Guaranty and Security Agreement.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Restricted Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party exceptexcept pursuant to any document or instrument governing Indebtedness permitted pursuant to subsections 5.5(c), 5.5(f), 5.5(h), 5.5(k) and 5.5(m) (in each casecase that do not impair in any material respect, pursuant the Credit Parties’ ability to satisfy the Loan DocumentsObligations (as determined by the Borrower in good faith). No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral AgentAgent for the benefit of the Secured Parties, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(a), 5.1(h), 5.1(l), 5.1(o), 5.1(p) and 5.1(v), provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, subject to such permitted Liens or (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated any agreement entered into in connection with a Permitted Acquisition. (b) No Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) unless such Stock and Stock Equivalents are pledged to Collateral Agent, for the payment in full benefit of the Obligations Secured Parties, as security for the Obligations, on substantially the same terms and termination of conditions as the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses other Stock and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business Stock Equivalents of such Credit Party and are not related pledged to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesCollateral Agent.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents (it being understood that the priority of any preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Stock shall not be deemed a restriction on the ability to make distributions on Stock) or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, pursuant to the Loan DocumentsParty. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral AgentTrustee, whether now owned or hereafter acquired, acquired except in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided subsections 5.1(k) and 5.1(l) provided, that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, subject to such permitted Liens. (b) No Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) customary provisions restricting subletting other than Stock or assignment Stock Equivalents issued by the Borrower, unless such Stock and Stock Equivalents are pledged to the Collateral Trustee, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Credit Parties owned by the Borrower are pledged to the Collateral Trustee as of the Closing Date. (c) The foregoing restrictions in clauses (a) and (b) shall not apply to restrictions or encumbrances: (i) existing under, by reason of or with respect to the Senior Note Agreement as in effect on the Closing Date, existing Indebtedness or any lease governing other agreements in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, are not less favorable, taken as a leasehold interestwhole, to the Credit Parties than those contained in the Senior Note Agreement, existing Indebtedness or such other agreements, as the case may be, as in effect on the Closing Date; (ii) set forth in this Agreement or any other Loan Document; (iii) existing under or by reason of applicable law, rule, regulation or order; (iv) with respect to third party contracts, customary limitations on any Person or the ability property or assets of a party thereto to assign its interest in Person acquired by any Credit Party or any Subsidiary thereof existing at the underlying contract without the consent time of the other party thereto, (iv) restrictions such acquisition and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or the payment in full properties or assets of any Person, other than the Person, or the property or assets of the Obligations Person, so acquired, and termination of the Commitments any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or anticipated modification of the Loan Documents to permit such action)refinancings thereof; provided that the encumbrances and restrictions in any such restrictions amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, are limited not less favorable, taken as a whole, to the assets being sold, applicable Person than those in effect on the date of the acquisition; (v) licenses that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (vi) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of any Credit Party or any Subsidiary thereof not otherwise prohibited by this Agreement; (vii) arising or agreed to in the Ordinary Course of Business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of any Credit Party or any Subsidiary thereof in any manner material to any Credit Party or any Subsidiary thereof; (viii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Stock of, or property and assets of, a Subsidiary that restrict distributions or transfers by that Subsidiary pending such sale or other disposition; (ix) on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements Business; (to the extent such prohibition is enforceable by lawx) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) arising from customary provisions in joint venture agreements and other similar agreements that restrict entered into in the transfer Ordinary Course of Stock ofBusiness and which the board of directors of the Borrower determines in good faith will not adversely affect the Borrower’s ability to make payments of principal or interest on the Obligations; and (xi) under Indebtedness permitted to be incurred under this Agreement, which encumbrances or assets in, joint venturesrestrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (A) which the board of directors of the Borrower determines in good faith will not adversely affect the Borrower’s ability to make payments of principal or interest on the Obligations or (B) which the board of directors of the Borrower determines in good faith is not materially more restrictive than this Agreement.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Subsidiary of a Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party exceptParty, except for (a) any restriction in each case, pursuant to the Loan Documents, ABL Loan Documents and the 6.75% Notes Indenture, (b) 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, (c) restrictions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and (e) restrictions binding upon any Foreign Subsidiary in connection with the incurrence of any Indebtedness permitted hereunder. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, acquired except (a) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(h), 5.1(i) and 5.1(r) provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens, (iib) customary provisions restricting subletting restrictions in leases, subleases, licenses or assignment of any lease governing a leasehold interest, (iii) with respect asset sale agreements otherwise not prohibited hereby so long as such restrictions relate to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party assets subject thereto, (ivc) prohibitions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated v) restrictions binding upon any Foreign Subsidiary in connection with the payment in full incurrence of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesIndebtedness permitted hereunder.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than the Borrower) or Restricted Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, except (i) pursuant to the Loan Documents, (ii) required by any applicable Requirements of Law, (iii) any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower or (iv) with respect to any Property subject to a Permitted Lien. 258. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired, except (1) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(i) and 5.1(j), provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such Permitted Liens, (ii2) customary restrictions in leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, (3) pursuant to the requirements of any applicable Requirements of Law, (4) customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of a Subsidiary, (iii5) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements any agreement relating to the sale of assets any property permitted hereunder under Section 5.2 pending the consummation of such sale with respect to the property covered thereby, (or to be consummated 6) any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Borrower, (7) restrictions or prohibitions existing on the payment in full of the Obligations Closing Date and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited (to the assets being soldextent not otherwise permitted by this Section 5.10) listed on Schedule 5.10, (v8) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (9) licenses and restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business which and (10) restrictions imposed by their terms prohibit any agreement governing Indebtedness entered into after the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided Closing Date and permitted under Section 5.5 that such licenses and contracts (other than shrink-wrap software licenses) are notare, taken as a whole, in the aggregategood faith judgment of the Borrower, material no more restrictive with respect to the business Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as such restrictions do not impair in the ability of the Credit Party and are not related Parties to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict perform their obligations under the transfer of Stock ofLoan Documents, or assets inrequire the grant of any security for any obligation if such property is given as security for the Obligations, joint venturesother than on a subordinated basis.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than the Borrower) or Restricted Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, except (i) pursuant to the Loan Documents. , (ii) required by any applicable Requirements of Law, (iii) any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower[reserved] or (iv) with respect to any Property subject to a Permitted Lien. (b) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral the Administrative Agent, whether now owned or hereafter acquired, except (1) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(i) and 5.1(j), provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such Permitted Liens, (ii2) customary restrictions in leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, (3) pursuant to the requirements of any applicable Requirements of Law, (4) customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of a Subsidiary, (iii5) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements any agreement relating to the sale of assets any property permitted hereunder under Section 5.2 pending the consummation of such sale with respect to the property covered thereby, (or to be consummated 6) any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Borrower, (7) restrictions or prohibitions existing on the payment in full of the Obligations Closing Date and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited (to the assets being soldextent not otherwise permitted by this Section 5.10) listed on Schedule 5.10, (v8) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (9) licenses and restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business which and (10) restrictions imposed by their any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 5.5 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 prohibit the assignment for Indebtedness of such agreements type, so long as such restrictions do not impair in the ability of the Credit Parties to perform their obligations under the Loan Documents, or require the grant of any security for any obligation if such property is given as security for the Obligations, other than on a subordinated basis. (c) No Credit Party shall issue any Equity Interests (i) if such issuance would result in an Event of Default under subsection 7.1(j) and (ii) in the case of any Subsidiary Guarantor, unless such Equity Interests are pledged to the Administrative Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as, and to the extent such prohibition is enforceable by law) or that, the granting Equity Interests of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) Credit Parties are not, in the aggregate, material pledged to the business Administrative Agent as of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesClosing Date.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction or encumbrance of any kind on the ability of any such Credit Party or Subsidiary to (a) pay dividends to a Credit Party or make any other distribution to a Credit Party distributions on any of such Credit Party’s or Subsidiary’s its Stock or Stock Equivalents or to pay fees, including management feesparticipation in its profits owned by Holdings or any of its Subsidiaries, or make other payments and distributions pay any Indebtedness owed to the Borrowers Holdings or any other Credit Party exceptof its Subsidiaries, in each case, pursuant (b) make loans or advances to the Loan Documents. No Credit Party shall, and no Credit Party shall permit Holdings or any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon (c) transfer any of its properties or assets in favor to Holdings or any of Collateral Agent, whether now owned or hereafter acquiredits Subsidiaries, except in connection with for such encumbrances or restrictions existing by reason of (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationsapplicable law, (ii) this Agreement and the other Loan Documents, (iii) the Existing Indebtedness Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability interest of a party thereto to assign Holdings or any of its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldSubsidiaries, (v) licenses customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the Ordinary Course of Business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, (vii) restrictions with respect to a Subsidiary of the Borrower and contracts imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the outstanding Stock or all or substantially all of the assets of such Subsidiary in compliance with the other provisions of this Agreement, (viii) [Intentionally Omitted], (ix) customary provisions in joint venture agreements and other similar agreements in each case relating solely to the applicable joint venture or similar entity or the Stock or Stock Equivalents therein entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (prior to the extent such prohibition is enforceable by lawClosing Date, (x) restrictions contained in the terms of purchase money obligations or the granting Capitalized Lease Obligations not incurred in violation of Liens on the rights contained therein; this Agreement, provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material restrictions relate only to the business of Property financed with such Credit Party Indebtedness (and are not related to any material Propertythe proceeds thereof), and (vixi) any other customary provisions arising or agreed to in joint venture agreements and similar agreements the Ordinary Course of Business not relating to Indebtedness or Stock or Stock Equivalents that restrict do not individually or in the transfer aggregate (x) detract in any material respect from the value of Stock of, the assets of Holdings or assets in, joint venturesany of its Subsidiaries or (y) otherwise impair the ability of Holdings or any of its Subsidiaries to perform their obligations under the Loan Documents.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than the Borrower) or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, pursuant to the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, ; except (A) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(h), 5.1(i), 5.1(q), 5.1(r) and, as long as the fair market value of assets subject to such permitted Liens does not exceed the amount of Indebtedness secured, 5.1(w) provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens, (iiB) customary provisions restricting subletting the foregoing shall not apply to restrictions and conditions imposed by law, this Agreement or assignment of by any lease governing a leasehold interestother Loan Document, (iiiC) with respect the foregoing shall not apply to third party contracts, customary limitations restrictions and conditions existing on the ability of a party thereto date hereof identified on Schedule 5.16 (but shall apply to assign its interest in any extension or renewal of, or any amendment or modification expanding the underlying contract without the consent of the other party theretoscope of, any such restriction or condition), (ivD) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be consummated sold and such sale is permitted hereunder, (E) the foregoing shall not apply to restrictions and conditions contained in connection with the payment in full agreements or instruments evidencing any Indebtedness of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents an Excluded Foreign Subsidiary permitted to permit such action)be incurred under Section 5.5; provided that the income and results of operations of such restrictions are limited Excluded Foreign Subsidiary shall be excluded from the calculation of the covenants set forth in Article VI, and (F) clause (i) of the foregoing shall not apply to the assets being sold, (v) customary provisions in leases and licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit restricting the assignment thereof. (b) No Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) unless such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses Stock and contracts Stock Equivalents (other than shrink-wrap software licensesStock and Stock Equivalents of the Borrower) are notpledged to Agent, in for the aggregatebenefit of the Secured Parties, material as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Credit Parties (other than the Borrower) are pledged to Agent as of the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesClosing Date.

No Negative Pledges. No Credit (a) Except pursuant to the Note Documents and the First Mortgage Notes Indenture, (i) no Note Party shall, and no Credit Note Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Note Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Note Party’s or Subsidiary’s Stock or Stock Equivalents (other than Constar Holland with respect to any Constar Holland Financing) or to pay fees, including management fees, or make other payments and distributions to the Borrowers Issuers or any other Credit Note Party except, in each case, pursuant to the Loan Documents. No Credit and (ii) no Note Party shall, and no Credit Note Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, except except, in any case under clauses (i) or (ii) above, in connection with (i1) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(h) or (i), the Constar Holland Financing or the First Mortgage Notes Indenture, provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens and (2) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (iiB) consists of customary provisions restricting restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition or (C) restricts licensing, sublicensing or assignment of a contract (but not the creation of a Lien thereon to the extent constituting Collateral), or subletting or assignment of any lease governing a leasehold interest, of any Note Party or Subsidiary thereof permitted hereunder. (iiib) with respect to third party contractsNo Note Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) unless, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without case of any Note Party other than Holdings, such Stock and Stock Equivalents are pledged to Agent, for the consent benefit of the other party theretoSecured Parties, (iv) restrictions as security for the Obligations, on substantially the same terms and conditions contained in agreements relating to as the sale of assets permitted hereunder (or to be consummated in connection with the payment in full Stock and Stock Equivalents of the Obligations and termination Note Parties owned by the Note Parties are pledged to Agent as of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldClosing Date, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable not excluded by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesSection 4.15.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party exceptParty, in each case, pursuant to the other than as provided in this Agreement, any other Loan DocumentsDocument or any Second Lien Term Loan Document. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, except in connection with (i) any document or instrument governing Liens permitted pursuant to subsections 5.1(h), 5.1(i) and 5.1(q) or otherwise permitted hereunder and set forth on Schedule 5.16, provided, in each case, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 5.1; 5.4 and applicable solely to such joint ventures entered into in the ordinary course of business, (iii) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject thereto and (iv) this Agreement, any other Loan Document or any Second Lien Term Loan Document. (b) No Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated in connection with the payment in full of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are notunless, in the aggregate, material to the business case of such any issuance by a Credit Party other than the Borrower, such Stock and Stock Equivalents are not related pledged to any material PropertyAgent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and (vi) customary provisions in joint venture agreements conditions as the Stock and similar agreements that restrict Stock Equivalents of the transfer Credit Parties owned by the Borrower are pledged to Agent as of Stock of, or assets in, joint venturesthe Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents (it being understood that the priority of any preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Stock shall not be deemed a restriction on the ability to make distributions on Stock) or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, pursuant to the Loan DocumentsParty. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral AgentTrustee, whether now owned or hereafter acquired, acquired except in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided subsections 5.1(k) and 5.1(l) provided, that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, subject to such permitted Liens. (b) No Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) customary provisions restricting subletting other than Stock or assignment Stock Equivalents issued by the Borrower, unless such Stock and Stock Equivalents are pledged to the Collateral Trustee, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Credit Parties owned by the Borrower are pledged to the Collateral Trustee as of the Closing Date. (c) The foregoing restrictions in clauses (a) and (b) shall not apply to restrictions or encumbrances: (i) existing under, by reason of or with respect to the Senior Note Agreement as in effect on the Closing Date, existing Indebtedness or any lease governing other agreements in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, are not less favorable, taken as a leasehold interestwhole, to the Credit Parties than those contained in the Senior Note Agreement, existing Indebtedness or such other agreements, as the case may be, as in effect on the Closing Date; (ii) set forth in this Agreement or any other Loan Document; (iii) existing under or by reason of applicable law, rule, regulation or order; (iv) with respect to third party contracts, customary limitations on any Person or the ability property or assets of a party thereto to assign its interest in Person acquired by any Credit Party or any Subsidiary thereof existing at the underlying contract without the consent time of the other party thereto, (iv) restrictions such acquisition and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or the payment in full properties or assets of any Person, other than the Person, or the property or assets of the Obligations Person, so acquired, and termination of the Commitments any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or anticipated modification of the Loan Documents to permit such action)refinancings thereof; provided that the encumbrances and restrictions in any such restrictions amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, are limited not less favorable, taken as a whole, to the assets being sold, applicable Person than those in effect on the date of the acquisition; (v) licenses that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (vi) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of any Credit Party or any Subsidiary thereof not otherwise prohibited by this Agreement; (vii) arising or agreed to in the Ordinary Course of Business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of any Credit Party or any Subsidiary thereof in any manner material to any Credit Party or any Subsidiary thereof; (viii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Stock of, or property and assets of, a Subsidiary that restrict distributions or transfers by that Subsidiary pending such sale or other disposition; (ix) on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements Business; (to the extent such prohibition is enforceable by lawx) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) arising from customary provisions in joint venture agreements and other similar agreements that restrict entered into in the transfer Ordinary Course of Stock ofBusiness and which the board of directors of the Borrower determines in good faith will not adversely affect the Borrower’s ability to make payments of principal or interest on the Obligations; and (xi) under Indebtedness of a Subsidiary permitted to be incurred under this Agreement, which encumbrances or assets in, joint venturesrestrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (A) which the board of directors of the Borrower determines in good faith will not adversely affect the Borrower’s ability to make payments of principal or interest on the Obligations or (B) which the board of directors of the Borrower determines in good faith is not materially more restrictive than this Agreement.

No Negative Pledges. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Loan Party or Restricted Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Loan Party’s or Restricted Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party except, in each case, Restricted Subsidiary except pursuant to Credit Agreement Refinancing Indebtedness or any Permitted Refinancing consistent with the terms hereof, those contained in the First Lien Loan Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Loan Documents. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of pledged to the Collateral Agent, for the benefit of the Secured Parties, as security for the Obligations, whether now owned or hereafter acquired, acquired except (i) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided 7.01(j), provided, that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, subject to such Permitted Liens and (ii) any prohibition or limitation that (A) exists pursuant to applicable requirements of law, (B) consists of customary provisions restricting subletting restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition or (C) restricts licensing or sublicensing or assignment of any lease governing a leasehold interest, contract (iii) with respect to third party contracts, customary limitations on provided nothing therein limits the ability of a party thereto to assign its interest interests in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (all proceeds derived from or to be consummated in connection with the payment in full such contract), of the Obligations and termination of the Commitments any Loan Party or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesRestricted Subsidiary thereof permitted hereunder.

No Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Subsidiary of a Credit Party or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers Borrower or any other Credit Party exceptParty, except for (a) any restriction in each casethe Loan Documents or other orders in the Case reasonably satisfactory to the Agent, the SCP Loan Documents and the 6.75% Notes Indenture, (b) 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, (c) restrictions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the Loan Documentstime the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and (e) restrictions binding upon any Foreign Subsidiary in connection with the incurrence of any Indebtedness permitted hereunder. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral Agent, whether now owned or hereafter acquired, acquired except (a) in connection with (i) any document or instrument governing Liens permitted pursuant to Section 5.1; subsections 5.1(h), 5.1(i) and 5.1(r) provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationssubject to such permitted Liens, (iib) customary provisions restricting subletting restrictions in leases, subleases, licenses or assignment of any lease governing a leasehold interest, (iii) with respect asset sale agreements otherwise not prohibited hereby so long as such restrictions relate to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party assets subject thereto, (ivc) prohibitions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and conditions contained in agreements relating to the sale of assets permitted hereunder (or to be consummated v) restrictions binding upon any Foreign Subsidiary in connection with the payment in full incurrence of the Obligations and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of Stock of, or assets in, joint venturesIndebtedness permitted hereunder.

No Negative Pledges. No The Credit Party shall, Parties shall not and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise not cause or suffer permit their Subsidiaries to exist enter into or become effective assume any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends to a Credit Party or make any agreement (other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers or any other Credit Party except, in each case, pursuant to than the Loan Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly ) prohibiting the creation or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence assumption of any Lien upon any of its assets in favor of Collateral Agentproperties or assets, whether now owned or hereafter acquired, except in connection with other than (i) any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligations, (ii) customary provisions restricting subletting subletting, assignment or assignment other transfers (including the granting of any Lien) of any lease governing a leasehold interestinterest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (ii) provisions of customary documentation of any Indebtedness secured by a Permitted Encumbrance, but only if such restrictions apply only to the Person or Persons obligated under such indebtedness and its or their Subsidiaries or the property or assets securing such Indebtedness, (iii) with respect to third party contracts, customary limitations on Liens expressly permitted by the ability definition of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto“Permitted Encumbrances”, (iv) restrictions and conditions contained in agreements relating to any Asset Disposition expressly permitted hereunder, provided that such prohibitions and limitations apply only to the sale of assets permitted hereunder property to be sold (or the Persons the Stock of which is the subject of such agreement), (v) leases, subleases, licenses, sublicenses and other agreements containing customary provisions prohibiting or limiting the assignment or other transfer thereof that are entered into in the ordinary course of business, (vi) restrictions with respect to be consummated a Subsidiary of the Borrowers imposed pursuant to an agreement that has been entered into in connection with the payment disposition of such Subsidiary’s assets or all of such Subsidiary’s Stock, in each case, only to the extent such restrictions are imposed during the pendency of such disposition and such disposition is either expressly permitted hereunder or, in connection with the disposition of all of such Subsidiary’s Stock, such Stock disposition shall give rise to the concurrent repayment in full of the Obligations and termination no later than thirty (30) days following the date of the Commitments or anticipated modification of the Loan Documents to permit entering into such action); provided that such restrictions are limited to the assets being soldagreement, (v) licenses and contracts entered into in the Ordinary Course case of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition any Subsidiary that is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrinknot a wholly-wrap software licenses) are notowned Subsidiary, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of Stock the assets of, or assets ownership interest in, such partnership, limited liability company, joint venturesventure or similar Person, (vi) restrictions on deposits (including cash and Cash Equivalents) imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such cash, Cash Equivalents or other deposits exist and (vii) restrictions set forth in documents which exists on the Closing Date; provided that such amendments, modifications, restatements, renewals, supplements, refunding, replacements or refinancings are, in the good faith judgment of the Borrower Representative, no more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than Partnership) or Subsidiary to pay dividends to a Credit Party or make any other distribution to a Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrowers any Borrower or any other Credit Party except, in each case, pursuant to the Loan DocumentsParty. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Collateral AgentAgent to secure the Obligations, whether now owned or hereafter acquired, except in connection with . The foregoing shall not apply to (iA) restrictions and conditions imposed by law or by any document or instrument governing Liens permitted pursuant to Section 5.1; provided that any such restriction contained therein relates only to the asset or assets financed by the underlying secured obligationsLoan Document, (iiB) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations on the ability of a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder (or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be consummated in connection with the payment in full of the Obligations sold and termination of the Commitments or anticipated modification of the Loan Documents to permit such action); provided that such restrictions are limited to the assets being soldsale is permitted hereunder, (vC) licenses restrictions and contracts entered into in conditions imposed on any Foreign Subsidiary by the Ordinary Course terms of Business which by their terms prohibit the assignment any Indebtedness of such agreements Foreign Subsidiary permitted to be incurred hereunder, (D) restrictions and conditions imposed on the ability of any Loan Party to the extent create, incur or permit to exist any Lien on any carbon credits or similar allowances of such prohibition Loan Party by any agreement with a third party that is enforceable by law) not an Affiliate of Parent, Holdings, any Borrower or the granting of Liens on the rights contained therein; provided that such licenses and contracts Subsidiaries, (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (viE) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of Stock ofany interest in joint ventures; (F) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or conditions apply only to the property or assets insecuring such Indebtedness, joint venturesand (G) customary provisions in leases and other contracts restricting the assignment thereof. (b) No Borrower shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under Section 7.1(k) and (ii) unless such Stock and Stock Equivalents are pledged to Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of Borrower owned by Partnership are pledged to Agent as of the Closing Date.