Common use of Limitation on Negative Pledges Clause in Contracts

Limitation on Negative Pledges. No Borrower will, nor will it permit its Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation except (a) as set forth in this Credit Agreement, (b) agreements in existence and as in effect on the Effective Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (c) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (e) customary restrictions and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder pending the consummation of such sale, (f) customary non-assignment provisions in contracts and (g) in connection with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributions.

Limitation on Negative Pledges. No Borrower willWhirlpool will not, nor will it permit its Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation (each, a “Negative Pledge”) except (a) as set forth in this Credit Agreement, (b) agreements in existence and as in effect on the Effective Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions Negative Pledges which are not less favorable to Whirlpool and its SubsidiariesSubsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (c) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of WhirlpoolSubsidiary; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions Negative Pledges which are not less favorable to Whirlpool and its SubsidiariesSubsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction Negative Pledge contained therein relates only to the asset or assets subject to such Lien, (e) customary restrictions and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder pending the consummation of such sale, (f) customary non-assignment provisions in contracts and contracts, (g) in connection with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributions, (h) agreements entered into on or after the Effective Date containing Negative Pledges which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in Section 7.10.

Limitation on Negative Pledges. No Borrower will, nor will it permit its Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation except (a) as set forth in this Credit Agreement, (b) agreements in existence and as in effect on the Amendment Effective Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (c) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (ed) customary restrictions and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder pending the consummation of such sale, (fvi) customary non-assignment provisions in contracts and (gvii) in connection with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributions.

Limitation on Negative Pledges. No Borrower will, nor will it permit its Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation except (a) as set forth in this Credit Agreement, (b) agreements in existence and as in effect on the Effective Closing Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (c) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (ed) customary restrictions and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder pending the consummation of such sale, (fvi) customary non-assignment provisions in contracts and (gvii) in connection with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributions; provided that for purposes of this Section 7.17, "Subsidiaries" of Whirlpool shall not include Maytag Corporation and its Subsidiaries for the period commencing with the acquisition thereof by Whirlpool and ending 30 days thereafter.

Limitation on Negative Pledges. No Borrower willEach of the Loan Parties shall not, nor will it and shall not permit any Subsidiary, to enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of such Loan Party or any of its Subsidiaries toto create, enter intoincur, assume or become subject suffer to any agreement prohibiting or otherwise restricting the creation or assumption of exist any Lien upon any of its properties property or assetsrevenues, whether now owned or hereafter acquired, or requiring to secure the grant of any security for such obligation if security is given for some Obligations, other obligation except than (a) as set forth in this Credit Agreement, Agreement and the other Loan Documents (b) agreements with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in existence and as in effect on the Effective Date (and any refundings, replacements connection with a disposition of assets permitted under this Agreement of all or substantially all of the same not in excess equity interests or assets of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries)such Subsidiary, (c) any agreements of a Person existing at governing Purchase Money Security Interests or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiariesassets financed thereby), (d) customary provisions restricting assignment of any licensing agreement (in connection which a Loan Party or its Subsidiaries are the licensee) with any Lien permitted respect to a contract entered into by Section 7.10 a Loan Party or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to its Subsidiaries in the asset or assets subject to such Lienordinary course of business, (e) customary restrictions provisions restricting granting Liens on, or subletting, sublicensing or assignment of, any intellectual property license (or any inventory subject thereto) or any lease governing any leasehold interests of a Loan Party and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder pending the consummation of such saleits Subsidiaries, (f) customary nonprovisions restricting the transfer of, or the grant of Liens on, any equity interest held in a Joint Venture or any Subsidiary that is not wholly-assignment provisions in contracts and owned, directly or indirectly, by the Lead Borrower, (g) any agreement of any Subsidiary acquired in connection with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunderthe Camuto Transactions or any Permitted Acquisition so long as agreements are not entered into in connection with, encumbrances or restrictions that are required by applicable law in contemplation or governmental regulation on anticipation of, the ability Camuto Transactions or any such Permitted Acquisition and (h) the Factoring Agreements (in the case of this clause (h), so long as any such Foreign Subsidiary prohibition or limitation shall only apply against accounts receivable and other property customarily subject to pay dividends such prohibitions or make distributionslimitations in connection with the financing or securitization of accounts receivable).”

Limitation on Negative Pledges. No Borrower will, nor will it permit its Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation except (a) as set forth in this Credit Agreement, (b) agreements in existence and as in effect on the Amendment Effective Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (c) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (e) customary restrictions and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder pending the consummation of such sale, (f) customary non-assignment provisions in contracts and (g) in connection with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributions.

Limitation on Negative Pledges. No Enter into or suffer to exist or become effective any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower will, nor will it permit or any of its Subsidiaries toto create, enter intoincur, assume or become subject suffer to any agreement prohibiting or otherwise restricting the creation or assumption of exist any Lien upon its properties or assetsany Collateral (other than Securities in Securitization Entities), whether now owned or hereafter acquired, or requiring to secure the grant of Obligations, except for any security for such obligation if security is given for some other obligation except restrictions that: (a) as set forth in exist under this Credit Agreement, Agreement and the other Loan Documents; (b) agreements in existence and as in effect exist on the Effective Date date hereof and (and any refundings, replacements of to the same extent not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which otherwise permitted by this Section 6.10) are not less favorable to Whirlpool and its Subsidiaries), listed on Schedule 6.10 hereto; (c) agreements of are binding on a Person existing Subsidiary or its Assets at the time such Person is acquired by, merged into Subsidiary or consolidated with Whirlpool or any Subsidiary of Whirlpool or its Assets first becomes a Subsidiary of Whirlpool; provided that or owned by a Subsidiary, as applicable, so long as such agreements restrictions were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) solely in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), Person becoming a Subsidiary; (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (e) are customary restrictions and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder transaction permitted by Section 6.6 pending the consummation of such saletransaction; provided that such restrictions and conditions apply only to the property that is the subject of such transaction and not to the proceeds to be received by the Borrower or any of its Subsidiaries in connection with such transaction; (e) are customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate solely to the assets subject thereto; (f) are customary non-provisions restricting subletting or assignment provisions in contracts and of any lease governing a leasehold interest of the Borrower or any Subsidiary; (g) are customary provisions restricting assignment or transfer of any agreement entered into in connection the ordinary course of business; and (h) are amendments, modifications, restatements, refinancings or renewals of the agreements, contracts or instruments referred to in Section 6.10(b) through (g) above; provided that such amendments, modifications, restatements, refinancings or renewals, taken as a whole, are not materially more restrictive with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunderrespect to such encumbrances and restrictions than those contained in such predecessor agreements, encumbrances contracts or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributions.instruments. 6.11

Limitation on Negative Pledges. No Borrower willEach of the Loan Parties shall not, nor will it and shall not permit any Subsidiary, to enter into or suffer to exist or become effective any agreement that (a) prohibits or limits the ability of such Loan Party or any of its Subsidiaries toto (i) other than with respect to any Foreign Subsidiary, enter intoact as a Loan Party; (ii) make dividends or distribution to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create, incur, assume or become subject suffer to any agreement prohibiting or otherwise restricting the creation or assumption of exist any Lien upon any of its properties property or assetsrevenues, whether now owned or hereafter acquired, or requiring to secure the grant Obligations, other than, in the case of any security for such obligation if security is given for some other obligation except clauses (aii) as set forth in this Credit Agreement, through (b) agreements in existence and as in effect on the Effective Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiariesv), (cA) agreements of a Person existing at this Agreement and the time such Person is acquired by, merged into or consolidated other Loan Documents (B) with Whirlpool or any Subsidiary of Whirlpool or becomes respect to a Subsidiary of Whirlpool; provided imposed pursuant to an agreement that such agreements were not has been entered into at in connection with a disposition of assets permitted under this Agreement of all or substantially all of the direction of Whirlpool equity interests or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time assets of such directionSubsidiary, (C) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in contemplation of such mergerwhich case, consolidation any prohibition or acquisition (and any refundings, replacements or refinancing of limitation shall only be effective against the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiariesassets financed thereby), (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (e) customary restrictions and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder pending the consummation of such sale, (fD) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by Borrower or any of its Subsidiaries, in contracts each case entered into in the ordinary course of business, (E) applicable law, (F) provisions with respect to dividends and the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, (G) any restrictions under any Indebtedness permitted by Section 8.2.1 [Indebtedness] if such restrictions are no more restrictive than those contained under this Agreement and (gH) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries. In addition to the foregoing, in connection no event shall any Loan Party enter into an agreement with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on any other Person to restrict the ability of the Borrower or such Foreign Subsidiary Loan Party, to pay dividends encumber, pledge, mortgage, grant a security interest in, assign, sell, lease, or make distributionsotherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation, dissolution or otherwise, any of the Collateral; and (b) requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the Obligations.

Limitation on Negative Pledges. No Borrower willEach of the Loan Parties shall not, nor will it and shall not permit any Subsidiary, to enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of such Loan Party or any of its Subsidiaries toto create, enter intoincur, assume or become subject suffer to any agreement prohibiting or otherwise restricting the creation or assumption of exist any Lien upon its properties or assetsany of the Collateral securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation except than (a) as set forth in this Credit Agreement, Agreement and the other Loan Documents (b) agreements with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in existence and as in effect on the Effective Date (and any refundings, replacements connection with a disposition of assets permitted under this Agreement of all or substantially all of the same not in excess equity interests or assets of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries)such Subsidiary, (c) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof), (d) restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to 7.2.1 [Indebtedness] to the extent that such restrictions apply only to the property or assets securing such Indebtedness and the proceeds thereof; (e) customary provisions restricting assignment or sublicensing of any assets under a licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business (f) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (g) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, (h) any agreement acquired pursuant to a Permitted Acquisition, and any renewal or extension thereof and (i) with respect to any Person existing becoming a Subsidiary in accordance with the terms of this Agreement after the Closing Date, any agreement in effect at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that so long as such agreements were agreement was not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (Person becoming a Subsidiary and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates prohibition only to the asset or assets subject applies to such Lien, (e) customary restrictions and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder pending the consummation of such sale, (f) customary non-assignment provisions in contracts and (g) in connection with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributionsSubsidiary.

Limitation on Negative Pledges. No Borrower willEach of the Loan Parties shall not, nor will it and shall not permit its Subsidiaries any Subsidiary to, enter intointo or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party or any of its Subsidiaries to create, incur, assume or become subject suffer to any agreement prohibiting or otherwise restricting the creation or assumption of exist any Lien upon any of its properties property or assetsrevenues, whether now owned or hereafter acquired, to secure the Secured Obligations, other than (i) this Agreement and the other Loan Documents, (ii) pursuant to an agreement in connection with a sale of assets (including Capital Stock in Subsidiaries) permitted by Section 8.2.7 [Disposition of Assets or requiring Subsidiaries] and any such prohibitions or limitations apply only to the grant property subject to such sale (and, in the case of a sale of the Capital Stock in a Subsidiary, the property of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any agreements governing any Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) customary provisions restricting assignment of any security for such obligation if security is given for some other obligation except licensing agreement (ain which a Loan Party or its Subsidiaries are the licensee) as set forth with respect to a contract entered into by a Loan Party or its Subsidiaries in this Credit Agreementthe ordinary course of business, (bvi) agreements in existence and as in effect on the Effective Date (and customary provisions restricting subletting, sublicensing or assignment of any refundings, replacements intellectual property license or any lease governing any leasehold interests of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool a Loan Party and its Subsidiaries), (c) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (evii) customary provisions in joint venture agreements and other similar agreements not prohibited under this Agreement, and (viii) restrictions and conditions contained in any agreement relating to debt agreements solely on the sale assets of any assets not prohibited hereunder pending the consummation of such sale, (f) customary non-assignment provisions in contracts and (g) in connection Foreign Subsidiary with respect to Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributionsSubsidiary.

Limitation on Negative Pledges. No Borrower willEach of the Loan Parties shall not, nor will it and shall not permit any Subsidiary, to enter into or suffer to exist or become effective any agreement that (a) prohibits or limits the ability of such Loan Party or any of its Subsidiaries toto (i) other than with respect to any Foreign Subsidiary, enter intoact as a Loan Party; (ii) make dividends or distribution to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create, incur, assume or become subject suffer to any agreement prohibiting or otherwise restricting the creation or assumption of exist any Lien upon any of its properties property or assetsrevenues, whether now owned or hereafter acquired, or requiring to secure the grant Obligations, other than, in the case of any security for such obligation if security is given for some other obligation except clauses (aii) as set forth in this Credit Agreement, through (b) agreements in existence and as in effect on the Effective Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiariesv), (cA) agreements of a Person existing at this Agreement and the time such Person is acquired by, merged into or consolidated other Loan Documents (B) with Whirlpool or any Subsidiary of Whirlpool or becomes respect to a Subsidiary of Whirlpool; provided imposed pursuant to an agreement that such agreements were not has been entered into at in connection with a disposition of assets permitted under this Agreement of all or substantially all of the direction of Whirlpool equity interests or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time assets of such directionSubsidiary, (C) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in contemplation of such mergerwhich case, consolidation any prohibition or acquisition (and any refundings, replacements or refinancing of limitation shall only be effective against the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiariesassets financed thereby), (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (e) customary restrictions and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder pending the consummation of such sale, (fD) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by Borrower or any of its Subsidiaries, in contracts each case entered into in the ordinary course of business, (E) applicable law, (F) provisions with respect to dividends and the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, (G) any restrictions under any Indebtedness permitted under Section 8.2.1 [Indebtedness]; provided that, either (1) such restrictions are no more restrictive than those contained under this Agreement or (2) such restrictions relate only to Foreign Subsidiaries obligated on such Indebtedness and the assets of such Foreign Subsidiaries; and (gH) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries. In addition to the foregoing, in connection no event shall any Loan Party enter into an agreement with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on any other Person to restrict the ability of the Borrower or such Foreign Subsidiary Loan Party, to pay dividends encumber, pledge, mortgage, grant a security interest in, assign, sell, lease, or make distributionsotherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation, dissolution or otherwise, any of the Collateral; and (b) requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the Obligations.

Limitation on Negative Pledges. No Enter into any agreement (other than (i) this Agreement, (ii) any other credit agreement that is substantially similar to this Agreement, (iii) purchase money financings or capital leases permitted by this Agreement (provided that any prohibition or limitation therein shall only be effective against the assets financed thereby), (iv) customary restrictions and conditions contained in agreements relating to the Disposition of a Subsidiary, property or assets pending such Disposition, provided such restrictions and conditions apply only to such Subsidiary, property or assets, (v) restrictions and conditions contained in documentation relating to a Subsidiary in existence on and as of the Effective Date, (vi) restrictions and conditions contained in documentation relating to a Subsidiary acquired after the Effective Date, provided that such restriction or condition (x) existed at the time such Person became a Subsidiary and was not created in contemplation of or in connection with such Person becoming a Subsidiary and (y) applies only to such Subsidiary, and (vii) customary provisions in joint venture agreements, leases, licenses and other contracts restricting or conditioning the assignment or encumbrance thereof, including, without limitation, licenses and sublicenses of patents, trademarks, copyrights and similar intellectual property rights) or permit any Subsidiary (other than any Insurance Subsidiary) so to do, which prohibits or limits the ability of the Borrower willor such Subsidiary to create, nor will it permit its Subsidiaries to, enter intoincur, assume or become subject suffer to any agreement prohibiting or otherwise restricting the creation or assumption of exist any Lien upon any of its properties Property or assetsrevenues, whether now owned or hereafter acquired, or requiring to secure the grant obligations of any security for such obligation if security is given for some other obligation except (a) as set forth in this the Borrower hereunder. CVS Health Corporation 2018 Five Year Credit Agreement, (b) agreements in existence and as in effect on the Effective Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (c) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (e) customary restrictions and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder pending the consummation of such sale, (f) customary non-assignment provisions in contracts and (g) in connection with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributions.

Limitation on Negative Pledges. No Borrower will, nor will it permit its Subsidiaries to, enter into, assume Enter into or become subject suffer to exist any agreement prohibiting or otherwise restricting conditioning the creation or assumption of any Lien upon any of its properties property or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some assets other obligation except than (a) as set forth any such agreement with or in this Credit Agreementfavor of the Guaranteed Parties or the Administrative Agent, on behalf of the Guaranteed Parties, (b) agreements any such agreement with or in existence and favor of the holders of the Senior Notes or the trustee for the Senior Notes, on behalf of the holders thereof, in each case as such agreement is in effect on the Effective Date (and any refundings, replacements date of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries)this Agreement, (c) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) agreement with or in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing favor of the same not in excess lenders of the then outstanding amount Acquisition Bridge Loan Facility or the agent for such lenders, on their behalf, in each case as such agreement is in effect on the date of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries)this Agreement, (d) in connection with (i) any Lien Indebtedness listed on Schedule 10.2 to the extent such agreement is in effect on the date hereof, (ii) any Indebtedness otherwise permitted by to be incurred under Section 7.10 10.2(k) to the extent such agreement is on terms that are no less favorable to the Borrower or any document of its Subsidiaries or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset Lenders than the terms in effect for the Indebtedness being refunded, refinanced or replaced immediately prior to effecting such refunding, refinancing or replacement and (iii) any Indebtedness outstanding on the date any Person first becomes a Subsidiary of the Borrower; provided, that such agreement was not created in contemplation of the purchase or other acquisition of such Person and does not extend to or cover any property or assets subject to other than property and assets of the Person becoming such LienSubsidiary, (e) customary restrictions any such agreement prohibiting other encumbrances on specific property and conditions contained in assets of the Borrower or any of its Subsidiaries, which agreement relating secures the payment of Indebtedness incurred solely to acquire, construct or improve such property or assets or to finance the sale purchase price therefor (including, without limitation, Financing Leases) and which Indebtedness is otherwise permitted to be incurred under the terms of any assets not prohibited hereunder pending the consummation of such salethis Agreement, (f) customary non-assignment provisions any such agreement with or in contracts and favor of the holders of the Indebtedness of Financial Services Subsidiary (or any agent for the holders of such Indebtedness) incurred pursuant to Section 10.2(h), (g) in connection with Indebtedness incurred any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets, and (h) any restriction or encumbrance imposed pursuant to an agreement that has been entered into by a Foreign Subsidiary that the Borrower or any of its Subsidiaries for the sale, lease, transfer or other disposition of any of its property or assets so long as such sale, lease, transfer or other disposition is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributionsbe made under Section 10.5.

Limitation on Negative Pledges. No Borrower willEach of the Loan Parties shall not, nor will it and shall not permit its Subsidiaries any Subsidiary to, enter intointo or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party or any of its Subsidiaries to create, incur, assume or become subject suffer to any agreement prohibiting or otherwise restricting the creation or assumption of exist any Lien upon any of its properties property or assetsrevenues, whether now owned or hereafter acquired, to secure the Obligations, other than (i) this Agreement and the other Loan Documents, (ii) pursuant to an agreement in connection with a sale of assets (including Equity Interests in Subsidiaries) permitted by Section 8.2.7 [Disposition of Assets or requiring Subsidiaries] and any such prohibitions or limitations apply only to the grant property subject to such sale (and, in the case of a sale of all of the Equity Interests in a Subsidiary, the property of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any agreements governing any Purchase Money Security Interests (including Capital Leases) otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and rents and proceeds thereof, including insurance proceeds), (v) customary provisions restricting assignment of any security for such obligation if security is given for some other obligation except licensing agreement (ain which a Loan Party or its Subsidiaries are the licensee) as set forth with respect to a contract entered into by a Loan Party or its Subsidiaries in this Credit Agreementthe ordinary course of business, (bvi) agreements in existence and as in effect on the Effective Date (and customary provisions restricting subletting, sublicensing or assignment of any refundings, replacements intellectual property license or any lease governing any DMEAST #35945034 v12 81 leasehold interests of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool a Loan Party and its Subsidiaries), and (cvii) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not restrictions on cash and other deposits imposed by customers under contracts entered into at in the direction ordinary course of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (e) customary restrictions and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder pending the consummation of such sale, (f) customary non-assignment provisions in contracts and (g) in connection with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributionsbusiness.

Limitation on Negative Pledges. No Enter into any agreement (other than (i) this Agreement, (ii) any other credit agreement that is substantially similar to this Agreement, (iii) purchase money financings or capital leases permitted by this Agreement (provided that any prohibition or limitation therein shall only be effective against the assets financed thereby), (iv) customary restrictions and conditions contained in agreements relating to the Disposition of a Subsidiary, property or assets pending such Disposition, provided such restrictions and conditions apply only to such Subsidiary, property or assets, (v) restrictions and conditions contained in documentation relating to a Subsidiary in existence on and as of the Effective Date, (vi) restrictions and conditions contained in documentation relating to a Subsidiary acquired after the Effective Date, provided that such restriction or condition (x) existed at the time such Person became a Subsidiary and was not created in contemplation of or in connection with such Person becoming a Subsidiary and (y) applies only to such Subsidiary, and (vii) customary provisions in joint venture agreements, leases, licenses and other contracts restricting or conditioning the assignment or encumbrance thereof, including, without limitation, licenses and sublicenses of patents, trademarks, copyrights and similar intellectual property rights) or permit any Subsidiary (other than any Insurance Subsidiary) so to do, which prohibits or limits the ability of the Borrower willor such Subsidiary to create, nor will it permit its Subsidiaries to, enter intoincur, assume or become subject suffer to any agreement prohibiting or otherwise restricting the creation or assumption of exist any Lien upon any of its properties Property or assetsrevenues, whether now owned or hereafter acquired, or requiring to secure the grant obligations of any security for such obligation if security is given for some other obligation except (a) as set forth in this the Borrower hereunder. CVS Health Corporation 2018 364-Day Year Credit Agreement, (b) agreements in existence and as in effect on the Effective Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (c) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (e) customary restrictions and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder pending the consummation of such sale, (f) customary non-assignment provisions in contracts and (g) in connection with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributions.

Limitation on Negative Pledges. No Borrower will, nor will it permit its Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation (each, a “Negative Pledge”) except (a) as set forth in this Credit Agreement, (b) agreements in existence and as in effect on the Amendment Effective Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions Negative Pledges which are not less favorable to Whirlpool and its SubsidiariesSubsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (c) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions Negative Pledges which are not less favorable to Whirlpool and its SubsidiariesSubsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (d) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any such Lien, provided that any such restriction Negative Pledge contained therein relates only to the asset or assets subject to such Lien, (e) customary restrictions and conditions contained in any agreement relating to the sale of any assets not prohibited hereunder pending the consummation of such sale, (f) customary non-assignment provisions in contracts and contracts, (g) in connection with Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign Subsidiary to pay dividends or make distributions, (h) agreements entered into on or after the Effective Date containing Negative Pledges which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in Section 7.10.