Common use of No Further Negative Pledges; Restrictive Agreements Clause in Contracts

No Further Negative Pledges; Restrictive Agreements. Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) 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, or (b) the ability of any Credit Party or any Subsidiary thereof to (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

No Further Negative Pledges; Restrictive Agreements. (d) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) 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, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d), (i) and (s) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewiththereby), (Diii) restrictions contained in the organizational documents of any Non-Guarantor Subsidiary, (iv) restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Ev) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the BorrowerBorrower (which obligation is not applicable to any Person, or the properties or assets of any Person, other than such Subsidiary), so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, and any extension or renewal thereof so long as such extension or renewal does not expand the scope of such restrictions in any material respect, (Fvi) customary anti-assignment provisions in contracts restricting the assignment thereof, (vii) restrictions existing on the Closing Date and described on Schedule 9.10 to the Disclosure Letter and any extension or renewal thereof so long as such extension or renewal does not expand the scope of such restrictions in any material respect, (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 9.3, (ix) restrictions imposed by Applicable Law, (x) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, subleases or licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement hereby so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (Ixi) customary provisions restricting subletting or assignment of any agreement entered into in lease governing a leasehold interest of the ordinary course of businessBorrower and its Subsidiaries, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (Kxii) restrictions on cash or other Cash Equivalents or deposits imposed by customers under contracts entered into in the ordinary course of businessbusiness (or otherwise constituting Liens permitted by Section 9.2 on such cash or Cash Equivalents or deposits), (xiii) customary net worth provisions contained in real property leases or licenses of intellectual property entered into by the Borrower or any of its Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Credit Parties and their Subsidiaries to meet their ongoing obligations and (xiv) customary restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or consolidation) entered into by the Borrower or any Subsidiary and permitted by this Agreement, solely to the extent in effect pending consummation of such transaction and so long as such restrictions relate only to the assets subject thereto.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, into or assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien upon its properties or assetsassets to secure 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, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d9.1(n) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewiththereby), (Diii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Ev) obligations that are binding restrictions existing on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of date hereof and set forth on Schedule 9.10 to the BorrowerDisclosure Letter, so long as such obligations are not (vi) restrictions in agreement in connection with Indebtedness permitted by Section 9.1(c), (vii) restrictions contained in the Private Placement Note Purchase Agreement and the documents and agreements entered into in contemplation of such Person becoming a Subsidiaryconnection therewith, (Fviii) restrictions contained in documents and agreements governing Additional Pari Passu Debt, (ix) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into contractual obligations incurred in the ordinary course of businessbusiness and on customary terms which limit Liens on such contractual obligation, (Jx) customary provisions in joint venture agreements restricting the subletting or assignment of any lease governing a leasehold interest and other similar agreements entered into customary provisions in licenses and other contracts restricting the ordinary course assignment thereof, (xi) customary restrictions and conditions contained in any agreement relating to an Asset Sale permitted by Section 9.5; provided that such restrictions and conditions apply only to the asset to be sold, (xii) any prohibition or limitation that exists pursuant to any applicable Requirement of businessLaw, and (Kxiii) restrictions or prohibitions contained in any agreements binding on cash or other deposits imposed by customers under contracts entered into any Subsidiary existing prior to the consummation of an acquisition in the ordinary course which such Subsidiary was acquired (and not created in contemplation of businesssuch acquisition); provided that such restrictions and prohibitions apply only to such Subsidiary.

No Further Negative Pledges; Restrictive Agreements. Enter intoNo Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction that prohibits or limits the ability of any Loan Party or any Subsidiary of such Loan Party to (a) pay dividends or make other distributions or pay any Indebtedness owed to such Loan Party or any Subsidiary of such Loan Party, (b) make loans or advances to such Loan Party or any Subsidiary of such Loan Party, (c) transfer any of its properties or assets to such Loan Party or any Subsidiary of such Loan Party, or (d) create, incur, assume or be subject suffer to any agreement prohibiting or otherwise restricting (a) the creation or assumption of exist any Lien upon any of its properties property, assets or assetsrevenues, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, or (b) the ability of any Credit Party or any Subsidiary thereof to than encumbrances and restrictions arising under (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiaryapplicable law, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Biii) Applicable Lawcustomary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Loan Party or any Subsidiary of such Loan Party, (Civ) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Loan Party or any Subsidiary of such Loan Party, (v) any document or instrument governing agreement relating to permitted Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes by a Subsidiary of such Loan Party prior to the Borrower, so long as date on which such obligations are not entered into in contemplation of Subsidiary was acquired by such Person becoming a SubsidiaryLoan Party and outstanding on such acquisition date, (Fvi) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case (to the extent such sale is permitted pursuant to Section 9.510.5) that limit the transfer of such assets pending the consummation of such sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (Ivii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (Jviii) customary provisions any document or agreement evidencing contractual obligations in joint venture agreements existence on the Closing Date or the extension or continuation of such obligations; provided that any such encumbrances or restrictions contained in any document or agreement evidencing an extension or continuation are no less favorable to Administrative Agent and other similar agreements entered into in the ordinary course of businessLenders, taken as a whole, than those encumbrances and restrictions under or pursuant to the contractual obligations so extended or continued, (ix) Indebtedness incurred after the Closing Date and permitted under Section 10.1(d); provided, further, that any encumbrance or restriction shall be effective only against the assets financed thereby or the proceeds thereof and (Kx) restrictions on cash the Senior Notes Documents and any agreement or other deposits imposed by customers under contracts entered into in agreements governing the ordinary course Permitted Refinancing of businessthe Senior Notes.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) 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 obligationobligation (other than with respect to an Excluded Subsidiary), or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (iix) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan DocumentsDocuments and (y) customary restrictions in any document or instrument governing any Incremental Equivalent Debt, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d10.1(d), (e) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewiththereby), (Di), (p) or (q), in each case to the extent such encumbrances or restrictions are no more restrictive in any material respect to the Borrower and the Restricted Subsidiaries than the covenants contained in this Agreement, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Eiv) obligations that are binding pursuant to the ABL Facility Documentation, the 2026 Notes Documentation and any Refinancing Indebtedness with respect thereto and (v) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.1 but only if such negative pledge or restriction expressly permits Liens on the Collateral for the benefit of the Administrative Agent and the Lenders with respect to the Obligations on a Subsidiary at the time senior basis and without a requirement that such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation holders of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of Indebtedness be secured by such Property pending the consummation of such sale Liens equally and ratably or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.junior basis;

No Further Negative Pledges; Restrictive Agreements. Enter intoNo Loan Party shall, nor shall it permit any Subsidiary to, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction that prohibits or limits the ability of any Loan Party or any Subsidiary of such Loan Party to (a) pay dividends or make other distributions or pay any Indebtedness owed to such Loan Party or any Subsidiary of such Loan Party, (b) make loans or advances to such Loan Party or any Subsidiary of such Loan Party, (c) transfer any of its properties or assets to such Loan Party or any Subsidiary of such Loan Party, or (d) create, incur, assume or be subject suffer to any agreement prohibiting or otherwise restricting (a) the creation or assumption of exist any Lien upon any of its properties property, assets or assetsrevenues, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, or (b) the ability of any Credit Party or any Subsidiary thereof to than encumbrances and restrictions arising under (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiaryapplicable law, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Biii) Applicable Lawcustomary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Loan Party or any Subsidiary of such Loan Party, (Civ) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Loan Party or any Subsidiary of such Loan Party, (v) any document or instrument governing agreement relating to permitted Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes by a Subsidiary of such Loan Party prior to the Borrower, so long as date on which such obligations are not entered into in contemplation of Subsidiary was acquired by such Person becoming a SubsidiaryLoan Party and outstanding on such acquisition date, (Fvi) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case (to the extent such sale is permitted pursuant to Section 9.510.5) that limit the transfer of such assets pending the consummation of such sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (Ivii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (Jviii) customary provisions any document or agreement evidencing contractual obligations in joint venture agreements existence on the Closing Date or the extension or continuation of such obligations; provided that any such encumbrances or restrictions contained in any document or agreement evidencing an extension or continuation are no less favorable to Administrative Agent and other similar agreements entered into in Lenders than those encumbrances and restrictions under or pursuant to the ordinary course of business, contractual obligations so extended or continued and (Kix) restrictions on cash Indebtedness incurred after the Closing Date and permitted under Section 10.1(d); provided that any encumbrance or other deposits imposed by customers under contracts entered into in restriction shall be effective only against the ordinary course of businessassets financed thereby or the proceeds thereof.

No Further Negative Pledges; Restrictive Agreements. Enter (a) With respect to the Borrower and its Domestic Subsidiaries, enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien upon its properties or assetsassets to secure 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 obligationthe Obligations, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 9.1(d), 9.1(e), or Indebtedness incurred pursuant to Section 9.1(o) and secured pursuant to Section 9.2(o); provided, that, in the case of Section 9.1(d) (provided that ), any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed acquired in connection therewith), (Diii) restrictions contained in the organizational documents of any Credit Party or Subsidiary as of the Closing Date or date acquired or any joint venture, (iv) restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien) and (v) customary provisions in leases, licenses and other contracts restricting the assignment thereof. Notwithstanding the foregoing, no Credit Party will, or will permit any of their respective Domestic Subsidiaries to, enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien to secure the Obligations upon its fee-owned real property, owned Intellectual Property or Contracts (other than as set forth in the applicable Contract), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary whether now owned or hereafter acquired and excluding restrictions contained in an any purchase and sale agreement related pending a disposition thereof provided such restrictions apply only to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant property to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent be sold and such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businesshereunder.

No Further Negative Pledges; Restrictive Agreements. Enter intoThe Borrower will not, nor will it permit any Restricted Subsidiary to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (A) the Borrower or any Subsidiary Guarantor to create, incur, assume or be subject suffer to any agreement prohibiting exist Liens on property of such Person for the benefit of the Secured Parties with respect to the Obligations or otherwise restricting (a) under 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, Loan Documents or (bB) the ability of any Credit Party or any Restricted Subsidiary thereof to (i) pay dividends or make any other distributions on with respect to any of its Equity Interests Capital Stock or to make or repay loans or advances to the Borrower or any Restricted Subsidiary or to guarantee Indebtedness of the Borrower or any Restricted Subsidiary; provided that is a direct the foregoing shall not apply to Contractual Obligations that (i)(x) exist on the Effective Date and (to the extent not otherwise permitted by this Section 7.2B) are listed on Schedule 7.1 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness or indirect parent other obligations, are set forth in any agreement evidencing any permitted refinancing of such SubsidiaryIndebtedness or obligation so long as such refinancing does not expand the scope of such Contractual Obligation, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the BorrowerHoldings, so long as such obligations are Contractual Obligations were not entered into solely in contemplation of such Person becoming a SubsidiaryRestricted Subsidiary of Holdings, (Fiii) customary restrictions contained in an agreement related to the sale represent Indebtedness of Property a Restricted Subsidiary of Holdings that limit the transfer of such Property pending the consummation of such sale or any restriction on is not a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case Guarantor to the extent such sale Indebtedness is permitted not prohibited by this Agreement, (iv) arise pursuant to agreements entered into with respect to any sale, transfer, lease or other disposition permitted by Section 9.57.5B, (Gv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.2 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) with respect to clause (A) above, are negative pledges and restrictions on Liens in favor of any holder of Indebtedness to the extent not prohibited by this Agreement, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) with respect to clause (A) above, are customary restrictions in on leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement hereby so long as such restrictions relate only to the assets subject theretothereto or proceeds thereof, (Hviii) comprise restrictions imposed by any agreement relating to Indebtedness not prohibited by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) with respect to clause (A) above, are customary restrictions contained in the organizational documents provisions restricting subletting or assignment of any Non-Guarantor Subsidiary as lease governing a leasehold interest of the Closing DateBorrower or any Restricted Subsidiary, (Ix) with respect to clause (A) above, are customary provisions restricting assignment of any agreement entered into in the ordinary course of businessa Permitted Business, (Jxi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are imposed by Applicable Law, (xiii) contractual obligations that require “lockbox” or similar obligations with respect to Non–Recourse Indebtedness, (xiv) arise under Credit Agreements or other Credit Facilities of any Restricted Subsidiary formed or operating in Canada, Project Level Indebtedness of any Restricted Subsidiary or preferred stock issued by any Restricted Subsidiary as otherwise permitted by this Agreement, in each case so long as such Contractual Obligations are not materially more restrictive, taken as a whole, than those applicable to the Restricted Subsidiaries under this Agreement on the Effective Date, it being understood that Contractual Obligations substantially similar to those contained in the Senior Unsecured 2012 Notes Indenture shall be permitted under this clause (xiv) so long as such limitations shall not materially affect the Borrower’s ability to make anticipated principal, interest and fee payments in respect of the Loans and, in the case of any limitation of the type described in clause (A) above relating to Project Level Indebtedness, such limitation extends only to the specific property or properties being acquired, constructed, installed or improved with the proceeds of such Project Level Indebtedness and the proceeds thereof, and (xv) any encumbrances or restrictions of the type referred to in clauses (A) and (B) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this Section 7.1B; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges; Restrictive Agreements. Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) 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, or (b) the ability of any Credit Party or any Subsidiary thereof to (i) pay dividends or make any other distributions on its Equity Interests 122 to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

No Further Negative Pledges; Restrictive Agreements. Enter (a) With respect to the Borrower and its Domestic Subsidiaries, enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien upon its properties or assetsassets to secure 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 obligationthe Obligations, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 9.1(d), or Indebtedness incurred pursuant to Section 9.1(o) and secured pursuant to Section 9.2(o); provided, that, in the case of Section 9.1(d) (provided that ), any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed acquired in connection therewith), (Diii) restrictions contained in the organizational documents of any Credit Party or Subsidiary as of the Closing Date or date acquired or any joint venture, (iv) restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien) and (v) customary provisions in leases, licenses and other contracts restricting the assignment thereof. Notwithstanding the foregoing, no Credit Party will, or will permit any of their respective Domestic Subsidiaries to, enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien to secure the Obligations upon its fee-owned real property, owned Intellectual Property or Contracts (other than as set forth in the applicable Contract), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary whether now owned or hereafter acquired and excluding restrictions contained in an any purchase and sale agreement related pending a disposition thereof provided such restrictions apply only to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant property to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent be sold and such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businesshereunder.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) 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 (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby) or Section 8.1(n) (to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined in good faith by the Borrower)), (iii) customary restrictions contained in the organizational documents of any Non-Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien). (b) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to (i) pay dividends or make any other distributions on with respect to its Equity Interests to the Borrower any Credit Party or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Partythereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d8.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed acquired in connection therewith) or Section 8.1(n) (to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined in good faith by the Borrower)), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 8.5) that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.99 142128979_6 170630523_7

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) 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 (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Non-Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien). (b) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to (i) pay dividends or make any other distributions on with respect to its Equity Interests to the Borrower any Credit Party or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Partythereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d8.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed acquired in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 8.5) that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, thereto and (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.. SECTION 8.11

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, into or assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien upon its properties or assetsassets to secure 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, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d9.1(n) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewiththereby), (Diii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Ev) obligations that are binding restrictions existing on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Closing Date and set forth on Schedule 9.10 to the BorrowerDisclosure Letter, so long as such obligations are not (vi) restrictions in agreement in connection with Indebtedness permitted by Section 9.1(c), (vii) restrictions contained in the Private Placement Note Purchase Agreement and the documents and agreements entered into in contemplation of such Person becoming a Subsidiaryconnection therewith, (Fviii) restrictions contained in documents and agreements governing Additional Pari Passu Debt, (ix) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into contractual obligations incurred in the ordinary course of businessbusiness and on customary terms which limit Liens on such contractual obligation, (Jx) customary provisions in joint venture agreements restricting the subletting or assignment of any lease governing a leasehold interest and other similar agreements entered into customary provisions in licenses and other contracts restricting the ordinary course of businessassignment thereof, (xi) customary restrictions and conditions contained in any agreement relating to an Asset Disposition permitted by Section 9.5; provided that such restrictions and conditions apply only to the asset to be sold, (xii) any prohibition or limitation that exists pursuant to any Applicable Law, and (Kxiii) restrictions or prohibitions contained in any agreements binding on cash or other deposits imposed by customers under contracts entered into any Subsidiary existing prior to the consummation of an acquisition in the ordinary course which such Subsidiary was acquired (and not created in contemplation of businesssuch acquisition); provided that such restrictions and prohibitions apply only to such Subsidiary.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, into or assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien upon its properties or assetsassets to secure 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, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d7.01(n) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewiththereby), (Diii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Ev) obligations that are binding restrictions existing on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Closing Date and set forth on Schedule 7.11, (vi) restrictions in agreement in connection with Indebtedness permitted by Section 7.01(c), (vii) restrictions contained in the Borrower, so long as such obligations are not Private Placement Note Purchase Agreement and the documents and agreements entered into in contemplation of such Person becoming a Subsidiaryconnection therewith, (Fviii) restrictions contained in documents and agreements governing Additional Pari Passu Debt, (ix) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into contractual obligations incurred in the ordinary course of businessbusiness and on customary terms which limit Liens on such contractual obligation, (Jx) customary provisions in joint venture agreements restricting the subletting or assignment of any lease governing a leasehold interest and other similar agreements entered into customary provisions in licenses and other contracts restricting the ordinary course of businessassignment thereof, (xi) customary restrictions and conditions contained in any agreement relating to an Asset Disposition permitted by Section 7.05; provided that such restrictions and conditions apply only to the asset to be sold, (xii) any prohibition or limitation that exists pursuant to any Applicable Law, and (Kxiii) restrictions or prohibitions contained in any agreements binding on cash or other deposits imposed by customers under contracts entered into any Subsidiary existing prior to the consummation of an acquisition in the ordinary course which such Subsidiary was acquired (and not created in contemplation of businesssuch acquisition); provided that such restrictions and prohibitions apply only to such Subsidiary.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) 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 obligationobligations, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 9.1(d), or Indebtedness incurred pursuant to Section 9.1(n) or (o) and secured pursuant to Section 9.2(o) or (p), respectively; provided, that, in the case of Section 9.1(d) (provided that ), any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed acquired in connection therewith), (Diii) restrictions contained in the organizational documents of any Credit Party or Subsidiary as of the Closing Date or date acquired or any joint venture, (iv) restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien) and (v) customary provisions in leases, licenses and other contracts restricting the assignment thereof. Notwithstanding the foregoing, no Credit Party will, or will permit any of their respective Subsidiaries to, enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its fee-owned real property, owned Intellectual Property or Contracts (other than as set forth in the applicable Contract), (E) obligations whether now owned or hereafter acquired and excluding restrictions contained in any purchase and sale agreement pending a disposition thereof provided such restrictions apply only to the property to be sold and such sale is permitted hereunder. The restrictions set forth in the preceding two sentences shall not apply to agreements that are binding on a Subsidiary the Target and its Subsidiaries at the time such Subsidiary first becomes a Subsidiary of the BorrowerScheme Effective Date or the Unconditional Date (as applicable), so long as such obligations agreements are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessTarget Acquisition.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) 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, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any pursuant to this Agreement, the other distributions on its Equity Interests to Loan Documents and the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiarydocuments governing the Specified Obligations and Indebtedness permitted under Section 9.1(c), (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided or 9.1(r); provided, that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed acquired in connection therewith), (Diii) restrictions contained in the organizational documents of any Permitted Credit Party as of the Closing Date, (iv) restrictions in connection with any Excepted Lien or any document or instrument governing any Permitted Excepted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Excepted Lien), (Ev) obligations applicable law or any applicable rule, regulation or order; (vi) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Consolidated Subsidiary that are binding on is a Consolidated Subsidiary that was in existence at the time of such acquisition (or at the time it merges with or into the Borrower or any Consolidated Subsidiary first becomes or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (vi), if a Person other than the Borrower or such Consolidated Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any Subsidiary of such Person, or any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the Borrowercase may be, so long by the Borrower or such Consolidated Subsidiary, as the case may be, at the time of such obligations are not merger, amalgamation or consolidation; (vii) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in contemplation connection with the entering into of such Person becoming a Subsidiarytransaction, (F) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale which limitation is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate applicable only to the assets that are the subject thereto, of those agreements; (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (Iviii) customary provisions restricting assignment of any agreement entered into contained in the ordinary course of businessleases, (J) customary provisions in joint venture agreements sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business, ; (ix) customary provisions in joint venture agreements and (K) restrictions on cash or other deposits imposed by customers under contracts similar agreements applicable to joint ventures entered into in the ordinary course of business; and (x) any encumbrance or restriction contained in documents or instruments governing other Indebtedness not otherwise referred to in the foregoing clauses (i) through (ix), that is incurred subsequent to the Closing Date and permitted under Section 9.01, provided that (A) such encumbrances and restrictions contained in any such document or instrument will not prohibit the granting of Liens pursuant to the Security Documents to secure the Obligations and (B) such encumbrances and restrictions contained in any such document or instrument taken as a whole are not materially more restrictive on the Borrower or such Consolidated Subsidiary than the encumbrances and restrictions on granting Liens contained in this Agreement.

No Further Negative Pledges; Restrictive Agreements. Enter intoU.S. XxxXx and the Co-Borrowers will not, nor will they permit any Restricted Subsidiary to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (A) the Co-Borrowers or any Guarantor to create, incur, assume or be subject suffer to any agreement prohibiting exist Liens on property of such Person for the benefit of the Secured Parties with respect to the Obligations or otherwise restricting (a) under 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, Loan Documents or (bB) the ability of any Credit Party or any Restricted Subsidiary thereof to (i) pay dividends or make any other distributions on with respect to any of its Equity Interests Capital Stock or to the make or repay loans or advances to U.S. XxxXx, any Co-Borrower or any Restricted Subsidiary or to guarantee Indebtedness of U.S. XxxXx, a Co-Borrower or any Restricted Subsidiary; provided that is a direct the foregoing shall not apply to Contractual Obligations that (i)(x) exist on the Effective Date and (to the extent not otherwise permitted by this Section 7.2B) are listed on Schedule 7.2 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness or indirect parent other obligations, are set forth in any agreement evidencing any permitted refinancing of such SubsidiaryIndebtedness or obligation so long as such refinancing does not expand the scope of such Contractual Obligation, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrowera Co-Borrower or U.S. XxxXx, as applicable, so long as such obligations are Contractual Obligations were not entered into solely in contemplation of such Person becoming a SubsidiaryRestricted Subsidiary of a Co-Borrower or U.S. XxxXx, as applicable, (Fiii) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets represent Indebtedness of a SubsidiaryRestricted Subsidiary of a Co-Borrower or U.S. XxxXx, in each case as applicable, that is not a Guarantor to the extent such sale Indebtedness is permitted by Section 7.1, (iv) arise pursuant to agreements entered into with respect to any sale, transfer, lease or other disposition permitted by Section 9.57.6B, (Gv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.3 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) with respect to clause (A) above, are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.1, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) with respect to clause (A) above, are customary restrictions in on leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement hereby so long as such restrictions relate only to the assets subject theretothereto or proceeds thereof, (Hviii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.1 to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) with respect to clause (A) above, are customary restrictions contained in the organizational documents provisions restricting subletting or assignment of any Nonlease governing a leasehold interest of U.S. XxxXx, a Co-Guarantor Subsidiary as of the Closing DateBorrower or any Restricted Subsidiary, (Ix) with respect to clause (A) above, are customary provisions restricting assignment of any agreement entered into in the ordinary course of businessa Real Estate Business, (Jxi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are imposed by Applicable Law, (xiii) exist under the Unsecured Facility Loan Documents and any documentation governing Refinanced Unsecured Facility Indebtedness (including, for the avoidance of doubt, the Senior Unsecured Notes) and (xiv) contractual obligations that require “lockbox” or similar obligations with respect to Non-Recourse Indebtedness.

No Further Negative Pledges; Restrictive Agreements. Enter into, assume or be subject to any agreement prohibiting Create or otherwise restricting (a) the creation cause or assumption of suffer to exist or become effective any Lien upon its properties consensual encumbrance 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, or (b) restriction on the ability of any Credit Party (other than Parent, in the case of clause (i) below) or any Material Subsidiary thereof to (i) pay dividends or make any other distributions to any Credit Party on its Equity Interests Capital Stock or with respect to the Borrower any other interest or any Subsidiary that is a direct participation in, or indirect parent of such Subsidiarymeasured by, its profits, (ii) repay any Indebtedness or other obligation owed to any Credit Party, (iii) make loans or advances to the Credit Parties, (iv) sell, lease or transfer any of its properties or assets to any Credit Party or (v) act as a Credit Party Guarantor pursuant to to, or grant Liens pursuant to, the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Partythereof, except (in each case respect of any of the matters referred to in clauses (i) through (iv) above) for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided provided, that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewithsecuring such Indebtedness), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the BorrowerParent, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 9.5) that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or sublicenses, asset sale agreements, joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject theretothereto (and/or to the assignability of such agreement), (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (KI) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (J) restrictions and conditions imposed by agreements relating to Indebtedness of Foreign Subsidiaries permitted under Section 9.1(n), provided that such restrictions and conditions apply only to Foreign Subsidiaries and (K) until the Closing Date, the restrictions under the Existing Credit Agreement.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien upon its properties or assets, whether now owned assets (including contractual provisions restricting the assignability thereof to Agent or hereafter acquired, to an assignee thereof upon exercise by Agent of any rights or remedies set forth in the Financing Agreements or at law) or requiring the grant of any security for such obligation if security is given for some other obligation, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any pursuant to this 105 Agreement and the other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such SubsidiaryFinancing Agreements, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness Debt incurred pursuant to Section 9.1(d) (provided 8.3(c); provided, that any such restriction contained therein relates only to the asset asset, properties or assets acquired, improved or otherwise financed interests acquired in connection therewith), (Diii) restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets properties subject to such Permitted Lien); (iv) pursuant to any document or instrument governing Permitted Debt; (v) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (Eprovided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (vi) obligations that are binding on a Subsidiary customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures (to the extent only affecting the assets of, or the Equity Interests in, each such joint venture); and (vii) any agreement in effect at the time such Subsidiary first any Person becomes a Subsidiary of (to the Borrowerextent only affecting the assets of, or the Equity Interests in, each such Person), so long as such obligations are agreement was not entered into in contemplation of such Person becoming a Subsidiary; provided, (Fthat this Section 8.10(a) customary restrictions contained in an agreement related shall not apply to the sale of Property any Subsidiaries that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant are not Credit Parties and are not required to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessbecome Credit Parties hereunder.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) 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, or (b) the ability of any Credit Party or any Subsidiary thereof to except: (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, ; (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided ); provided, that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise Property (and replacements and accessions to such Property) financed by such Indebtedness and the proceeds and products thereof; (iii) restrictions contained in the organizational documents of any Credit Party as of the Closing Date; (iv) restrictions in connection therewith), (D) with any Permitted Lien permitted under Section 9.2(h) or any document or instrument governing any such Permitted Lien (provided Lien; provided, that any such restriction contained therein relates only to Property (and replacements and accessions to such Property, and the asset or assets proceeds and products thereof) subject to such Permitted Lien), ; (Ev) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale Xxxxx Fargo Documents, the Note Indenture, and any agreement, document or instrument evidencing or governing any Permitted Note Refinancing; (vi) negative pledges and restrictions in favor of Property that limit the transfer any holder of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case Indebtedness to the extent it constitutes Indebtedness of a type permitted under Section 9.1(e), but solely to the extent any restriction relates to the property financed by or the subject of such sale is permitted pursuant to Section 9.5, Indebtedness; (Gvii) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement hereby, so long as such restrictions relate only solely to the assets subject thereto, ; (Hviii) customary restrictions contained arising in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, connection with cash and other deposits permitted under Section 9.2 or 9.3 and limited to such cash or deposit; (Iix) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (x) customary provisions restricting the subletting, sub-charter or assignment of any lease or charter; (Jxi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures otherwise permitted under this Agreement which are entered into in the ordinary course of businessbusiness relating solely to the assets and equity interests of such joint venture; (xii) restrictions imposed by applicable law; and (xiii) restrictions contained in Indebtedness permitted pursuant to Section 9.1(b), (i), (k) and (t), in each case, to the extent no more restrictive to the Borrower and its Subsidiaries than the covenants contained in this Agreement and provided that such restrictions do not restrict Liens on the Collateral, or the Property that would constitute Collateral, as contemplated by the Loan Documents or the first priority status thereof, and (K) restrictions do not include equal and ratable clauses with respect to Liens on cash the Collateral, or other deposits the Property that would constitute Collateral; provided that any such restriction imposed by customers under contracts entered into Subordinated Indebtedness permitted pursuant to Section 9.1(i) shall be less restrictive than those in the ordinary course of businessthis Agreement in a manner consistent with customary restrictions in senior and subordinated debt instruments.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, in any manner that is more restrictive, taken as a whole, than permitted hereunder, or requiring the grant of any security for such obligation if security is given for some other obligation, or . (b) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party the Borrower or any Subsidiary thereof Guarantor to (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct Guarantor on its Capital Stock or indirect parent of such Subsidiarywith respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Subsidiary Guarantor, (iii) make loans or advances to the Borrower or any Subsidiary Guarantor, (iv) sell, lease or transfer any of its properties or assets to the Borrower or any Subsidiary Guarantor or (v) act as a Credit Party Guarantor pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Partythereof, except (in each case respect of any of the matters referred to in clauses (i) through (v) above) for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d10.1(d) (provided provided, that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed acquired in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary Guarantor at the time such Subsidiary Guarantor first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 10.5) that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, and (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.. Section 10.10

No Further Negative Pledges; Restrictive Agreements. Enter intoThe Co-Borrowers will not, nor will they permit any Restricted Subsidiary to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (A) the Co-Borrowers or any Guarantor to create, incur, assume or be subject suffer to any agreement prohibiting or otherwise restricting (a) exist Liens on property of such Person for the creation or assumption benefit 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, or (b) the ability of any Credit Party or any Subsidiary thereof to (i) pay dividends or make any other distributions on its Equity Interests Secured Parties with respect to the Borrower Obligations or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to under the Loan Documents or (B) any renewals, refinancings, exchanges, refundings or extension thereof or (iii) Restricted Subsidiary to pay any Indebtedness dividends or other obligation owed distributions with respect to any Credit Party of its Capital Stock or to make or repay loans or advances to any Credit PartyCo-Borrower or any Restricted Subsidiary or to guarantee Indebtedness of a Co-Borrower or any Restricted Subsidiary; provided that the foregoing shall not apply to Contractual Obligations that (i)(x) exist on the Effective Date and (to the extent not otherwise permitted by this Section 7.2B) are listed on Schedule 7.2 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness or other obligations, except are set forth in each case for any agreement evidencing any permitted refinancing of such encumbrances Indebtedness or restrictions existing under or by reason obligation so long as such refinancing does not expand the scope of (A) this Agreement and the other Loan Documentssuch Contractual Obligation, (Bii) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the a Co-Borrower, so long as such obligations are Contractual Obligations were not entered into solely in contemplation of such Person becoming a SubsidiaryRestricted Subsidiary of a Co-Borrower, (Fiii) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets represent Indebtedness of a Subsidiary, in each case Restricted Subsidiary of a Co-Borrower that is not a Guarantor to the extent such sale Indebtedness is permitted by Section 7.1, (iv) arise pursuant to agreements entered into with respect to any sale, transfer, lease or other disposition permitted by Section 9.57.6B, (Gv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.3 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) with respect to clause (A) above, are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.1, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) with respect to clause (A) above, are customary restrictions in on leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement hereby so long as such restrictions relate only to the assets subject theretothereto or proceeds thereof, (Hviii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.1 to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) with respect to clause (A) above, are customary restrictions contained in the organizational documents provisions restricting subletting or assignment of any Nonlease governing a leasehold interest of a Co-Guarantor Subsidiary as of the Closing DateBorrower or any Restricted Subsidiary, (Ix) with respect to clause (A) above, are customary provisions restricting assignment of any agreement entered into in the ordinary course of businessa Real Estate Business, (Jxi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business., (xii) are imposed by Applicable Law, (xiii) exist under the Unsecured Facility Loan Documents and any documentation governing Refinanced Unsecured Facility Indebtedness and (xiv) contractual obligations that require “lockbox” or similar obligations with respect to Non-Recourse Indebtedness. 113 CREDIT AGREEMENT

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, to secure the Secured Obligations, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to the Intercreditor Agreement, and (iii) pursuant to any document or requiring instrument governing Indebtedness incurred pursuant to Section 7.1(d) (provided that any such restriction contained therein relates only to the grant of asset or assets financed thereby) or (e) (provided that any security for such obligation if security is given for some other obligation, or restriction contained therein relates only to the assets acquired in any such acquisition referred to therein). (b) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Loan Party or any Subsidiary thereof to (i) pay dividends or make any other distributions on its Equity Interests to the Borrower any Loan Party or any Subsidiary that is a direct thereof on its Ownership Interests or indirect parent of such Subsidiarywith respect to any other interest or participation in, or measured by, its profits, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Loan Party or (iii) make loans or advances to any Credit Loan Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Lawapplicable Legal Requirements or (C) Indebtedness incurred under Section 7.1(c) or (e). (c) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party or any Subsidiary thereof to (i) sell, lease or transfer any of its properties or assets to any Loan Party or (ii) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extensions thereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) applicable Legal Requirements, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d7.1(c), (d) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed acquired in connection therewith), ) or (De) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject acquired in any such acquisition referred to such Permitted Lientherein), (ED) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (FE) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 7.5) that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5sale, (GF) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, thereto and (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (IG) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business. -83- Section 7.11.

No Further Negative Pledges; Restrictive Agreements. Enter into, assume or be subject to any agreement prohibiting Create or otherwise restricting (a) the creation cause or assumption of suffer to exist or become effective any Lien upon its properties consensual encumbrance 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, or (b) restriction on the ability of any Credit Party or any Subsidiary thereof to (i) pay dividends or make any other distributions on its Equity Interests to the Borrower any Credit Party or any Subsidiary that is a direct on its Capital Stock (ii) pay any Indebtedness or indirect parent of such other obligation owed to any Credit Party or the Limited Guarantor Subsidiary, if applicable, (iiiii) make loans or advances to any Credit Party or the Limited Guarantor Subsidiary, if applicable, (iv) sell, lease or transfer any of its properties or assets to any Credit Party or the Limited Guarantor Subsidiary, if applicable, (v) create or assume 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 or (vi) act as a Credit Party Guarantor pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Partythereof, except (in each case respect of any of the matters referred to in clauses (i) through (vi) above) for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) the Senior Subordinated Note Documents as in effect on the Closing Date or as modified in accordance with this Agreement, (C) Applicable Law, (CD) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d11.1(d) (provided provided, that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed acquired in connection therewith), (DE) any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (EF) obligations that are binding on any instrument governing Indebtedness or Capital Stock of a Subsidiary Person acquired by Holdings or any of its Subsidiaries as in effect at the time of such Subsidiary first becomes a Subsidiary of acquisition (except to the Borrower, so long as extent such obligations are not entered into Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such Person becoming a Subsidiaryacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (FG) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case (to the extent such sale is permitted pursuant to Section 9.511.5) that limit the transfer of such Property or any distributions pending the consummation of such sale, (GH) customary restrictions on assignments, subletting or other transfers in joint venture agreements, partnership agreements, limited liability company operating agreements, leases, subleases, licenses and sublicenses or licenses, sublicenses, asset sale agreements, sale-leaseback agreements, stock sale agreements otherwise permitted by this Agreement and other similar agreements entered into with the approval of the board of directors of the Borrower or Holdings, so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (J) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis, (K) restrictions in other Indebtedness permitted by Section 11.1; provided that such restrictions are, in the good faith judgment of the Borrower’s board of directors, not materially more restrictive with respect to such encumbrances and restrictions than those provisions contained in this Agreement and the Senior Subordinated Notes Indenture, (L) agreements set forth on Schedule 11.10, and (M) any encumbrances or restrictions imposed by any amendments, modifications restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (L) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the board of directors of the Borrower, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, into or assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien upon its properties or assetsassets to secure 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, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d9.1(n) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewiththereby), (Diii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Ev) obligations that are binding restrictions existing on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Closing Date and set forth on Schedule 9.10 to the BorrowerDisclosure Letter, so long as such obligations are not (vi) restrictions in agreement in connection with Indebtedness permitted by Section 9.1(c), (vii) restrictions contained in the Private Placement Note Purchase Agreement and the documents and agreements entered into in contemplation of such Person becoming a Subsidiaryconnection therewith, (Fviii) restrictions contained in documents and agreements governing Additional Pari Passu Debt, (ix) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into contractual obligations incurred in the ordinary course of businessbusiness and on customary terms which limit Liens on such contractual obligation, (Jx) customary provisions in joint venture agreements restricting the subletting or assignment of any lease governing a leasehold interest and other similar agreements entered into customary provisions in licenses and other contracts restricting the ordinary course assignment thereof, (xi) customary restrictions and conditions contained in any agreement relating to an Asset Sale permitted by Section 9.5; provided that such restrictions and conditions apply only to the asset to be sold, (xii) any prohibition or limitation that exists pursuant to any applicable Requirement of businessLaw, and (Kxiii) restrictions or prohibitions contained in any agreements binding on cash or other deposits imposed by customers under contracts entered into any Subsidiary existing prior to the consummation of an acquisition in the ordinary course which such Subsidiary was acquired (and not created in contemplation of businesssuch acquisition); provided that such restrictions and prohibitions apply only to such Subsidiary.

No Further Negative Pledges; Restrictive Agreements. Enter (a) With respect to the Borrower and its Domestic Subsidiaries, enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) 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 obligationobligations, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Sections 9.1(d), or Indebtedness incurred pursuant to Section 9.1(n) or (o) and secured pursuant to Section 9.2(o) or (p), respectively; provided, that, in the case of Section 9.1(d) (provided that ), any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed acquired in connection therewith), (Diii) restrictions contained in the organizational documents of any Credit Party or Subsidiary as of the Closing Date or date acquired or any joint venture, (iv) restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien) and (v) customary provisions in leases, licenses and other contracts restricting the assignment thereof. Notwithstanding the foregoing, no Credit Party will, or will permit any of their respective Domestic Subsidiaries to, enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its fee-owned real property, owned Intellectual Property or Contracts (other than as set forth in the applicable Contract), (E) obligations whether now owned or hereafter acquired and excluding restrictions contained in any purchase and sale agreement pending a disposition thereof provided such restrictions apply only to the property to be sold and such sale is permitted hereunder. The restrictions set forth in the preceding two sentences shall not apply to agreements that are binding on a Subsidiary Xxxxxxx and its Subsidiaries at the time such Subsidiary first becomes a Subsidiary of the BorrowerXxxxxxx Acquisition Effective Date, so long as such obligations are agreements were not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessXxxxxxx Acquisition.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) 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, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument agreement governing Indebtedness incurred pursuant to Section 9.1(d11.1(a)(iv), 11.1(a)(xiii), 11.1(b)(iv) or 11.1(b)(v) (provided provided, that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed acquired in connection therewith), (Diii) restrictions contained in the organizational documents of any Credit Party as of the Closing Date, (iv) restrictions in connection with any Permitted Lien or any document or instrument agreement governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), and (Ev) obligations pursuant to any agreement governing Indebtedness incurred pursuant to Section 11.1(a)(xii), 11.1(a)(xiv), 11.1(b)(vii), 11.1(b)(x) or 11.1(b)(xii) (provided that are binding on a Subsidiary at the time any such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions prohibition or restriction contained in any such agreement does not prohibit or otherwise restrict the creation of any Lien to secure the Obligations (other than (A) an agreement related to Priority Debt if any such prohibition or restriction does not prohibit or otherwise restrict the sale creation of Property any Lien on assets of the type that limit the transfer of such Property pending the consummation of such sale or any restriction on would be Collateral assuming a Subsidiary imposed pursuant to Collateral and Guaranty Trigger Event has occurred and (B) an agreement entered into for related to any Indebtedness in the sale or disposition form of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted senior notes incurred pursuant to Section 9.5, (G11.1(a)(xii) customary restrictions in leases, subleases, licenses or 11.1(a)(xiv) that allows such Liens to secure the Obligations to be created only if Liens are created to secure such Indebtedness on an equal and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessratable basis).

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) 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, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Lawpursuant to any agreement, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d8.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewiththereby), (Diii) pursuant to any agreement, document or instrument governing Indebtedness incurred pursuant to Section 8.1(o) (provided that any such restriction contained therein relates only to the assets of the Foreign Subsidiary incurring such Indebtedness), (iv) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date and, solely to the extent required by Applicable Law, any other customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary, (v) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.3(o) and applicable solely to such joint venture, (vi) customary provisions restricting assignment of any lease, license and other agreement entered into in the ordinary course of business, (vii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Eviii) obligations that are binding on a pursuant to any agreement, document or instrument of any Subsidiary or imposing restrictions or requirements with respect to any Property in existence at the time such Subsidiary first becomes a Subsidiary of the Borroweror Property was acquired, so long as such obligations restrictions or requirements are not entered into in contemplation of such Person becoming a SubsidiarySubsidiary or the acquisition of such Property (and any amendment, modification or extension thereof that does not expand the scope of any such restriction or requirement and is not more adverse to the rights or interests of the Lenders than such restriction or requirement in effect prior to such amendment, modification or extension), and (Fix) customary restrictions and conditions contained in an agreement related to the sale or other disposition of any Property (to the extent such sale or other disposition is permitted pursuant to Section 8.5) that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant disposition, solely as to an agreement entered into for the sale Property being sold or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessdisposed of.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien upon its properties or assetsassets in favor of the Administrative Agent or the Lenders, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) 9.1 in connection with Capital Leases and purchase money Indebtedness to finance the acquisition, lease, construction or improvement of assets or property (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed acquired in connection therewith), (Diii) restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien); (iv) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business; (Ev) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 9.5) that limit the transfer or encumbrance of such Property pending the consummation of such sale; (vi) restrictions imposed by any Governmental Authority or pursuant to any Governmental Approval or Applicable Law; (vii) pursuant to the Senior Notes and Permitted Refinancings thereof (so long as the foregoing do not prohibit or otherwise restrict the creation or assumption of any Lien securing the Obligations); and (viii) obligations that are binding on a Subsidiary Person at the time such Subsidiary Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

No Further Negative Pledges; Restrictive Agreements. Enter into(a) The Transaction Parties will not, and will not permit any Subsidiary to, enter into or assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien upon its properties or assetsassets to secure 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, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Transaction Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d10.1(n) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewiththereby), (Diii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Ev) obligations that are binding restrictions existing on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Closing Date and set forth on Schedule 10.10 to the BorrowerDisclosure Letter, so long as such obligations are not (vi) restrictions in agreement in connection with Indebtedness permitted by Section 10.1(c), (vii) restrictions contained in the Credit Agreement and the documents and agreements entered into in contemplation of such Person becoming a Subsidiaryconnection therewith, (Fviii) restrictions contained in documents and agreements governing Additional Pari Passu Debt, (ix) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into contractual obligations incurred in the ordinary course of businessbusiness and on customary terms which limit Liens on such contractual obligation, (Jx) customary provisions in joint venture agreements restricting the subletting or assignment of any lease governing a leasehold interest and other similar agreements entered into customary provisions in licenses and other contracts restricting the ordinary course assignment thereof, (xi) customary restrictions and conditions contained in any agreement relating to an Asset Sale permitted by Section 10.5; provided that such restrictions and conditions apply only to the asset to be sold, (xii) any prohibition or limitation that exists pursuant to any applicable Requirement of businessLaw, and (Kxiii) restrictions or prohibitions contained in any agreements binding on cash or other deposits imposed by customers under contracts entered into any Subsidiary existing prior to the consummation of an acquisition in the ordinary course which such Subsidiary was acquired (and not created in contemplation of businesssuch acquisition); provided that such restrictions and prohibitions apply only to such Subsidiary.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien upon its properties or assetsassets in favor of the Administrative Agent or the Lenders, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) 9.1 in connection with Capital Leases and purchase money Indebtedness to finance the acquisition, lease, construction or improvement of assets or property (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed acquired in connection therewith), (Diii) restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien); (iv) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business; (Ev) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 9.5) that limit the transfer or encumbrance of such Property pending the consummation of such sale; (vi) restrictions imposed by any Governmental Authority or pursuant to any Governmental Approval or Applicable Law; (vii) pursuant to the Senior Notes and Permitted Refinancings thereof (so long as the foregoing do not prohibit or otherwise restrict the creation or assumption of any Lien securing the Obligations); and (viii) obligations that are binding on a Subsidiary Person at the time such Subsidiary Person first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien in favor of the Administrative Agent 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, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d), (i) and (s) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewiththereby), (Diii) restrictions contained in the organizational documents of any Non-Guarantor Subsidiary, (iv) restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Ev) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the BorrowerBorrower (which obligation is not applicable to any Person, or the properties or assets of any Person, other than such Subsidiary), so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, and any extension or renewal thereof so long as such extension or renewal does not expand the scope of such restrictions in any material respect, (Fvi) customary anti-assignment provisions in contracts restricting the assignment thereof, (vii) restrictions existing on the Closing Date and described on Schedule 9.10 to the Disclosure Letter and any extension or renewal thereof so long as such extension or renewal does not expand the scope of such restrictions in any material respect, (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 9.3, (ix) restrictions imposed by Applicable Law, (x) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, subleases or licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement hereby so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (Ixi) customary provisions restricting subletting or assignment of any agreement entered into in lease governing a leasehold interest of the ordinary course of businessBorrower and its Subsidiaries, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (Kxii) restrictions on cash or other Cash Equivalents or deposits imposed by customers under contracts entered into in the ordinary course of businessbusiness (or otherwise constituting Liens permitted by Section 9.2 on such cash or Cash Equivalents or deposits), (xiii) customary net worth provisions contained in real property leases or licenses of intellectual property entered into by the Borrower or any of its Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Credit Parties and their Subsidiaries to meet their ongoing obligations and (xiv) customary restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or consolidation) entered into by the Borrower or any Subsidiary, solely to the extent in effect pending consummation of such transaction and so long as such restrictions relate only to the assets subject thereto.

No Further Negative Pledges; Restrictive Agreements. Enter into, assume or be subject to any agreement prohibiting Create or otherwise restricting (a) the creation cause or assumption of suffer to exist or become effective any Lien upon its properties consensual encumbrance 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, or (b) restriction on the ability of any Credit Loan Party or any other Restricted Subsidiary thereof (other than any Foreign Subsidiary) to (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party Guarantor pursuant to to, or grant Liens pursuant to, the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Partythereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d6.01(c) (provided provided, that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewithsecuring such Indebtedness), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or sublicenses, asset sale agreements, joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject theretothereto (and/or to the assignability of such agreement), (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (KI) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (J) restrictions imposed by any agreement governing Indebtedness entered into after the Signing Date and permitted under Section 6.01 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to Borrower or any Restricted Subsidiary than then customary market terms for Indebtedness of such type, so long as such restrictions do not restrict and are not violated by the Guarantees and Liens provided under, or required to be provided under, the Loan Documents as in effect on the date of entry into the relevant agreement or instrument and (K) until the Closing Date, the restrictions under the Existing Credit Agreement. It is agreed, for the avoidance of doubt, that the restrictions contained in the Senior Note Indenture (and restrictions applicable to any future Indebtedness incurred pursuant to Section 6.01(n) or (o) which are not substantially more restrictive, taken as a whole, than such restrictions in the Senior Note Indenture) do not violate the above provisions of this Section 6.10.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) the creation or assumption of any Lien upon its properties or assetsassets to secure the Secured Obligations, whether now owned or hereafter acquired, or requiring the grant of any security on any properties or assets of the Credit Parties for such any obligation if security on such properties or assets is given for some other obligationthe Obligations, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquiredfinanced thereby) and restrictions imposed on a Foreign Subsidiary in any document or instrument governing Indebtedness of a Foreign Subsidiary incurred pursuant to Section 9.1, improved or otherwise financed (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (iv) customary restrictions in connection therewith), (D) with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Ev) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 9.5) that limit the transfer of such Property pending the consummation of such sale, (vi) restrictions imposed by any Governmental Authority or pursuant to any Governmental Approval or Applicable Law, (vii) customary provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business prohibiting the assignment of such leases, licenses, permits and other agreements and the property subject thereto, and (viii) obligations that are binding on bind a Subsidiary Person at the time such Subsidiary Person first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (K) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

No Further Negative Pledges; Restrictive Agreements. Enter intoNo Loan Party shall, nor shall it permit any Subsidiary to, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction that prohibits or limits the ability of any Loan Party or any Subsidiary of such Loan Party to (a) pay dividends or make other distributions or pay any Indebtedness owed to such Loan Party or any Subsidiary of such Loan Party, (b) make loans or advances to such Loan Party or any Subsidiary of such Loan Party, (c) transfer any of its properties or assets to such Loan Party or any Subsidiary of such Loan Party, or (d) create, incur, assume or be subject suffer to any agreement prohibiting or otherwise restricting (a) the creation or assumption of exist any Lien upon any of its properties property, assets or assetsrevenues, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, or (b) the ability of any Credit Party or any Subsidiary thereof to than encumbrances and restrictions arising under (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiaryapplicable law, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Biii) Applicable Lawthe ABL Loan Agreement and the other ABL Loan Documents, (Civ) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Loan Party or any Subsidiary of such Loan Party, (v) customary restrictions on dispositions of Real Property interests found in reciprocal easement agreements of such Loan Party or any Subsidiary of such Loan Party, (vi) any document or instrument governing agreement relating to permitted Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes by a Subsidiary of such Loan Party prior to the Borrower, so long as date on which such obligations are not entered into in contemplation of Subsidiary was acquired by such Person becoming a SubsidiaryLoan Party and outstanding on such acquisition date, (Fvii) customary restrictions contained in an agreement related to the sale of Property that limit the transfer of such Property pending the consummation of such sale or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case (to the extent such sale is permitted pursuant to Section 9.510.5) that limit the transfer of such assets pending the consummation of such sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (Iviii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (Jix) customary provisions any document or agreement evidencing contractual obligations in joint venture agreements existence on the Closing Date or the extension or continuation of such obligations; provided that any such encumbrances or restrictions contained in any document or agreement evidencing an extension or continuation are no less favorable to Administrative Agent and other similar agreements entered into in Lenders than those encumbrances and restrictions under or pursuant to the ordinary course of business, contractual obligations so extended or continued and (Kx) restrictions on cash Indebtedness incurred after the Closing Date and permitted under Section 10.1(d); provided that any encumbrance or other deposits imposed by customers under contracts entered into in restriction shall be effective only against the ordinary course of businessassets financed thereby or the proceeds thereof.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting (a) 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, or (b) the ability of any Credit Party or any Subsidiary thereof to except (i) pay dividends or make any other distributions on its Equity Interests to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary, (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (iii) pay any Indebtedness or other obligation owed to any Credit Party or make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (Bii) Applicable Law, (C) pursuant to any document or instrument governing Indebtedness indebtedness incurred pursuant to Section 9.1(d6.2(b) hereof (provided that any such restriction contained therein relates only to the asset or assets acquired, improved or otherwise financed in connection therewiththereby), (Diii) customary restrictions in connection with any Permitted Lien permitted pursuant to Section 6.7 hereof or any document or instrument governing any Permitted such Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Eiv) obligations that are binding on customary restriction and conditions in agreements relating to the sale of a Subsidiary at or assets pending such sale, (v) customary provisions in leases, licenses and other contracts restricting the time assignment, subletting or encumbrance thereof, (vi) restrictions or conditions in any indenture, agreement, document, instrument or other arrangement relating to the assets or business of a Subsidiary existing prior to the consummation of the Permitted Acquisition or other acquisition pursuant to which such Subsidiary first becomes a Subsidiary of the Borrowerwas acquired, so long as such obligations restrictions or conditions are not created in connection with, or in anticipation of, such Permitted Acquisition or acquisition, (vii) contractual restrictions or encumbrances in effect on the date hereof, (viii) customary net worth or similar financial maintenance provisions contained in real property leases entered into in contemplation of such Person becoming a by any Subsidiary, (Fix) customary restrictions contained in an agreement related on any cash or other deposits of customers of Borrower, which cash or deposits are delivered to the sale Borrower, imposed by such customers of Property that limit the transfer of such Property pending the consummation of such sale Borrower or any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary, in each case to the extent such sale is permitted pursuant to Section 9.5, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (I) customary provisions restricting assignment of any agreement under contracts entered into in the ordinary course of business, (J) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (Kx) restrictions under any arrangement with any governmental authority imposed on cash any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or other deposits imposed by customers under contracts entered into in the ordinary course of businesssimilar benefits or economic interests, or (xi) pursuant to any document or agreement governing indebtedness incurred pursuant to Section 6.2(c) hereof.