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

No Further Negative Pledges; Restrictive Agreements. 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 (a) 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, (b) pay dividends or make any other distributions to the Borrower or any Subsidiary on its Equity Interests, make loans or advances to any Credit Party or pay any Indebtedness or other obligation owed to any Credit Party or (c) sell, lease or transfer any of its properties or assets to any Credit Party or to guarantee Obligations, except (i) pursuant to the Loan Documents or Applicable Law, (ii) customary restrictions in connection with any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iii) 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 and (iv) 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.

No Further Negative Pledges; Restrictive Agreements. 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 (a) create Enter into, assume or assume be subject to any agreement prohibiting or otherwise restricting 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, (b) pay dividends or make any other distributions to the Borrower or any Subsidiary on its Equity Interests, make loans or advances to any Credit Party or pay any Indebtedness or other obligation owed to any Credit Party or (c) sell, lease or transfer any of its properties or assets to any Credit Party or to guarantee Obligations, except (i) pursuant to this Agreement and the Loan Documents or Applicable Lawother Financing Agreements, (ii) customary pursuant to any document or instrument governing Debt incurred pursuant to Section 8.3(c); provided, that any such restriction contained therein relates only to the asset, properties or interests acquired in connection therewith, (iii) 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 (iiiprovided 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) customary restrictions provisions contained in an agreement related joint venture agreements and other similar agreements applicable to the sale of Property joint ventures (to the extent only affecting the assets of, or the Equity Interests in, each such sale is permitted pursuant to Section 7.5) that limit the transfer of such Property pending the consummation of such sale joint venture); and (ivvii) customary restrictions any agreement in leaseseffect at the time any Person becomes a Subsidiary (to the extent only affecting the assets of, subleasesor the Equity Interests in, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement each such Person), so long as such restrictions relate only agreement was not entered into in contemplation of such Person becoming a Subsidiary; provided, that this Section 8.10(a) shall not apply to the assets subject theretoany Subsidiaries that are not Credit Parties and are not required to become Credit Parties hereunder.

No Further Negative Pledges; Restrictive Agreements. 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 (a) create Enter into, assume or assume be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, (b) pay dividends or make any other distributions to the Borrower or any Subsidiary on its Equity Interests, make loans or advances to any Credit Party or pay any Indebtedness or other obligation owed to any Credit Party or (c) sell, lease or transfer any of its properties or assets to any Credit Party or to guarantee Obligations, except (i) pursuant to this Agreement and the other Loan Documents or Applicable LawDocuments, (ii) customary 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 acquired in connection therewith, (iii) 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 governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iiiv) customary restrictions and conditions contained in an any agreement related relating to the sale disposition of any Property (to the extent such sale is permitted pursuant to under Section 7.5) that limit the transfer of such Property 9.5 pending the consummation of such sale disposition and (ivvi) customary restrictions that exist in leasesany agreement in effect at the time a Subsidiary becomes a Subsidiary of the Borrower in accordance with Section 9.3, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate agreement was not entered into in contemplation of such Person becoming a Subsidiary and such restriction applies only to the assets subject theretoof such Subsidiary.

No Further Negative Pledges; Restrictive Agreements. 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 (a) create Enter into, assume or assume be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, (b) pay dividends or make any other distributions to the Borrower or any Subsidiary on its Equity Interests, make loans or advances to any Credit Party or pay any Indebtedness or other obligation owed to any Credit Party or (c) sell, lease or transfer any of its properties or assets to any Credit Party or to guarantee Obligations, except (i) pursuant to this Agreement and the other Loan Documents or Applicable LawDocuments, (ii) customary restrictions in connection with pursuant to any Permitted Lien 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 and the products and proceeds thereof), (iii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(h) in the principal amount of $25,000,000 or more, (iv) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (v) customary restrictions in connection with any Permitted Lien or in any document or instrument governing any Permitted Lien (provided that any such restriction relates only to the asset or assets subject to such Permitted LienLien and the products and proceeds thereof), and (iiivi) customary restrictions contained in an agreement related relating to the sale of Property (to the extent such sale is permitted pursuant to Section 7.58.3) that limit the transfer granting of Liens on such Property (and/or, if such Property consists of all or substantially all of the Capital Stock of any Subsidiary, the Property of such Property Subsidiary) pending the consummation of such sale and (iv) 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 theretosale.

No Further Negative Pledges; Restrictive Agreements. 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 (a) create Enter into, assume or assume be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security 125 is given for some other obligation, obligation (b) pay dividends or make any other distributions than with respect to the Borrower or any Subsidiary on its Equity Interests, make loans or advances to any Credit Party or pay any Indebtedness or other obligation owed to any Credit Party or (c) sell, lease or transfer any of its properties or assets to any Credit Party or to guarantee Obligationsan Excluded Subsidiary), except (i) (x) pursuant to this Agreement and the other Loan Documents and (y) customary restrictions in any document or Applicable Lawinstrument governing any Incremental Equivalent Debt, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 10.1(d), (e) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (i), (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), (iiiiv) customary restrictions contained in an agreement related pursuant to the sale 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 Property (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 extent Obligations on a senior basis and without a requirement that such sale is permitted pursuant to Section 7.5) that limit the transfer holders of such Property pending the consummation of Indebtedness be secured by such sale Liens equally and (iv) customary restrictions in leases, subleases, licenses and sublicenses ratably or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto.on a junior basis;

No Further Negative Pledges; Restrictive Agreements. 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 (a) create Enter into, assume or assume be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, obligation (b) pay dividends or make any other distributions than with respect to the Borrower or any Subsidiary on its Equity Interests, make loans or advances to any Credit Party or pay any Indebtedness or other obligation owed to any Credit Party or (c) sell, lease or transfer any of its properties or assets to any Credit Party or to guarantee Obligationsan Excluded Subsidiary), except (i) (x) pursuant to this Agreement and the other Loan Documents and (y) customary restrictions in any document or Applicable Lawinstrument governing any Incremental Equivalent Notes, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 10.1(d) or (e) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (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), (iiiiv) customary restrictions contained in an agreement related pursuant to the sale ABL Facility Documentation and any Refinancing Indebtedness with respect thereto and (v) negative pledges and restrictions on Liens in favor of Property (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 extent Obligations on a senior basis and without a requirement that such sale is permitted pursuant to Section 7.5) that limit the transfer holders of such Property pending the consummation of Indebtedness be secured by such sale Liens equally and (iv) customary restrictions in leases, subleases, licenses and sublicenses ratably or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto.on a junior basis;

No Further Negative Pledges; Restrictive Agreements. 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 (a) create Enter into, assume or assume be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, (b) pay dividends or make any other distributions to the Borrower or any Subsidiary on its Equity Interests, make loans or advances to any Credit Party or pay any Indebtedness or other obligation owed to any Credit Party or (c) sell, lease or transfer any of its properties or assets to any Credit Party or to guarantee Obligations, except (i) pursuant to this Agreement and the other Loan Documents or Applicable LawDocuments, (ii) customary 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 acquired in connection therewith, (iii) restrictions contained in the organizational documents of any Credit Party as of the Restatement Closing Date, (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), (iiiv) customary restrictions and conditions contained in an any agreement related relating to the sale disposition of any Property (to the extent such sale is permitted pursuant to under Section 7.5) that limit the transfer of such Property 9.5 pending the consummation of such sale disposition (provided that any such restrictions and conditions apply solely to the Property subject to such disposition) and (ivvi) customary restrictions that exist in leasesany agreement in effect at the time a Subsidiary becomes a Subsidiary of the Borrower in accordance with Section 9.3, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate agreement was not entered into in contemplation of such Person becoming a Subsidiary and such restriction applies only to the assets subject theretoof such Subsidiary.

No Further Negative Pledges; Restrictive Agreements. 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 (a) create Enter into, assume or assume be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, (b) pay dividends or make any other distributions to the Borrower or any Subsidiary on its Equity Interests, make loans or advances to any Credit Party or pay any Indebtedness or other obligation owed to any Credit Party or (c) sell, lease or transfer any of its properties or assets to any Credit Party or to guarantee Obligations, except (i) pursuant to this Agreement and the other Loan Documents or Applicable LawDocuments, (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), . (iiib) customary restrictions contained in an agreement related 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 other distributions with respect to its Equity Interests to any Credit Party or (ii) act as a Credit Party pursuant 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 and (iv) customary restrictions in leasesLoan Documents or any renewals, subleasesrefinancings, licenses and sublicenses exchanges, refundings or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto.95 103755581_3 119311063_5

No Further Negative Pledges; Restrictive Agreements. 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 (a) create Enter into, assume or assume be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties (whether real or personal) 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, (b) pay dividends or make any other distributions to the Borrower or any Subsidiary on its Equity Interests, make loans or advances to any Credit Party or pay any Indebtedness or other obligation owed to any Credit Party or (c) sell, lease or transfer any of its properties or assets to any Credit Party or to guarantee Obligations, except (i) pursuant to this Agreement and the other Loan Documents or Applicable LawDocuments, (ii) 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 financed thereby), (iii) 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), (iiiv) 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 any agreement setting forth the transfer terms of such Property pending the consummation of such sale and (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise an Asset Disposition permitted by under this Agreement so long as (provided that any such restrictions relate restriction contained therein relates only to the asset or assets subject disposed in such Asset Disposition) and (vi) pursuant any agreement setting forth the terms of a Lease Purchase Transaction (provided that any such restriction contained therein relates only to the Purchased Lease Collateral related thereto).

No Further Negative Pledges; Restrictive Agreements. 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 (a) create Enter into, assume or assume be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, obligation (b) pay dividends or make any other distributions than with respect to the Borrower or any Subsidiary on its Equity Interests, make loans or advances to any Credit Party or pay any Indebtedness or other obligation owed to any Credit Party or (c) sell, lease or transfer any of its properties or assets to any Credit Party or to guarantee Obligationsan Excluded Subsidiary), except (i) pursuant to this Agreement and the other Loan Documents or Applicable LawDocuments, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 10.1(d) or (e) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (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), (iiiiv) customary restrictions contained in an agreement related pursuant to the sale ABL Facility Documentation and any Refinancing Indebtedness with respect thereto and (v) negative pledges and restrictions on Liens in favor of Property (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 extent Obligations on a senior basis and without a requirement that such sale is permitted pursuant to Section 7.5) that limit the transfer holders of such Property pending the consummation of Indebtedness be secured by such sale Liens equally and (iv) customary restrictions in leases, subleases, licenses and sublicenses ratably or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto.on a junior basis; 100

No Further Negative Pledges; Restrictive Agreements. 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 (a) create Enter into, assume or assume be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, (b) pay dividends or make any other distributions to the Borrower or any Subsidiary on its Equity Interests, make loans or advances to any Credit Party or pay any Indebtedness or other obligation owed to any Credit Party or (c) sell, lease or transfer any of its properties or assets to any Credit Party or to guarantee Obligations, except (i) pursuant to this Agreement and the other Loan Documents or Applicable LawDocuments, (ii) 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 financed thereby), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary 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 to any Credit Party or any Subsidiary on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Credit Party or (iii) customary make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions contained in an agreement related to the sale existing under or by reason of Property (to the extent such sale is permitted pursuant to Section 7.5A) that limit the transfer of such Property pending the consummation of such sale and (iv) 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 and the assets subject thereto.other Loan Documents, (B) Applicable