Common use of No Negative Pledges Clause in Contracts

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or to pay fees, including management fees, or make other payments and distributions to a Borrower or any other Credit Party, in each case except pursuant to this Agreement or any of the other Loan Documents as in effect on the Closing Date. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent, whether now owned or hereafter acquired except the following: (i) pursuant to this Agreement or any of the other Loan Documents in effect on the Closing Date; (ii) covenants and agreements made in connection with any agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant or agreement applies solely to the specific asset or assets securing such Indebtedness; (iii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; (iv) restrictions imposed by law; (v) customary restrictions and conditions contained in agreements relating to any sale of assets or Stock pending such sale, provided that such restrictions and conditions apply only to the Person or property that is to be sold and such sale is not prohibited by the terms of any Loan Document; (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; (vii) restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; (viii) any agreement or instrument relating to Indebtedness of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than Partnership) or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a any Borrower or any other Credit Party, in each case except pursuant to this Agreement or any of the other Loan Documents as in effect on the Closing Date. (b) . No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of AgentAgent to secure the Obligations, whether now owned or hereafter acquired except acquired. The foregoing shall not apply to (A) restrictions and conditions imposed by law or by any Loan Document or the following: (i) pursuant Second Lien Note Documents, or, subject in each case to this Agreement the Intercreditor Agreement, documents governing an Additional Second Lien Debt Facility or any documents governing a Permitted Refinancing of any of the other Loan Documents in effect on the Closing Date; foregoing, (ii) covenants and agreements made in connection with any agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant or agreement applies solely to the specific asset or assets securing such Indebtedness; (iii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; (iv) restrictions imposed by law; (vB) customary restrictions and conditions contained in agreements relating to any the sale of assets or Stock a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Person or property Subsidiary that is to be sold and such sale is not prohibited by the terms of any Loan Document; permitted hereunder, (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; (viiC) restrictions and conditions imposed on any Foreign Subsidiary pursuant to by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) restrictions and conditions imposed on the ability of any Credit Party to create, incur or permit to exist any Lien on any carbon credits or similar credit of such Credit Party by any agreement with a third party that is not an Affiliate of any Borrower or the Subsidiaries, (E) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of any interest in joint ventures; (viiiF) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (G) customary provisions in leases and other contracts restricting the assignment thereof, (H) any agreement or instrument relating to Indebtedness in effect at the time a Person becomes a Subsidiary of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent Partnership so long as such agreement was not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in contemplation of such Person becoming a Subsidiary, and (I) any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the ordinary course preceding clauses, provided the terms and conditions of businessany such agreement taken as a whole are not materially less favorable to the Credit Parties and their Subsidiaries, or the Agent or any Lender, than those under the agreement so amended, refinanced or replaced.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than Partnership) or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a any Borrower or any other Credit Party, in each case except pursuant to this Agreement or any of the other Loan Documents as in effect on the Closing Date. (b) . No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of AgentAgent to secure the Obligations, whether now owned or hereafter acquired except acquired. The foregoing shall not apply to (A) restrictions and conditions imposed by law or by any Loan Document or the following: (i) pursuant Second Lien Note Documents, or, subject in each case to this Agreement the Intercreditor Agreement, documents governing an Additional Second Lien Debt Facility or any documents governing a Permitted Refinancing of any of the other Loan Documents in effect on the Closing Date; foregoing, (ii) covenants and agreements made in connection with any agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant or agreement applies solely to the specific asset or assets securing such Indebtedness; (iii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; (iv) restrictions imposed by law; (vB) customary restrictions and conditions contained in agreements relating to any the sale of assets or Stock a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Person or property Subsidiary that is to be sold and such sale is not prohibited by the terms of any Loan Document; permitted hereunder, (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; (viiC) restrictions and conditions imposed on any Foreign Subsidiary pursuant to by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) restrictions and conditions imposed on the ability of any Credit Party to create, incur or permit to exist any Lien on any carbon credits or similar credit of such Credit Party by any agreement with a third party that is not an Affiliate of any Borrower or the Subsidiaries, (E) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of any interest in joint ventures; (viiiF) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (G) customary provisions in leases and other contracts restricting the assignment thereof, (H) any agreement or instrument relating to Indebtedness in effect at the time a Person becomes a Subsidiary of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 Partnership so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, and (I) any agreement that amends, refinances or 6.5(q) replaces any agreement containing restrictions permitted under the preceding clauses, provided the terms and conditions of any such agreement taken as a whole are not materially less favorable to the extent not prohibited by Credit Parties and their Subsidiaries, or the Agent or any Lender, than those under the agreement so amended, refinanced or replaced. (b) No Borrower nor any other Credit Party shall issue any Stock or Stock Equivalents if such issuance would result in an Event of Default under Section 7.1(k). Neither RNFC nor any Guarantor shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are pledged to Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents are pledged to Agent as of the Closing Date under the terms of any Loan Document the Guaranty and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessSecurity Agreement.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or to pay fees, including management fees, or make other payments and distributions to a Borrower or any other Credit Party, in each case except pursuant to this Agreement or Agreement, any of the other Loan Documents Documents, the Bridge Loan Agreement and the PNC Receivables Facility, in each case as in effect on the Closing DateFirst Amendment Date after giving effect to the First Amendment Transactions. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent, whether now owned or hereafter acquired except the following: : (i) pursuant to (x) this Agreement or any of the other Loan Documents in effect on the Closing Date; Date and (y) the Bridge Loan Documents as in effect on the First Amendment Date (and any Bridge Loan Permanent Refinancing thereof); (ii) covenants and agreements made in connection with any other agreement relating to any other secured Indebtedness permitted by this Agreement but only if such covenant or agreement applies solely to the specific asset or assets securing such Indebtedness; ; (iii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; ; (iv) restrictions imposed by law; ; (v) customary restrictions and conditions contained in agreements relating to any sale of assets or Stock pending such sale, provided that such restrictions and conditions apply only to the Person or property that is to be sold and such sale is not prohibited by the terms of any Loan Document; ; (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; ; (vii) restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; ; (viii) any agreement or instrument relating to Indebtedness of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and ; (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (A) any encumbrance or restriction existing on the First Amendment Date that applies to the applicable Receivables Subsidiary or (B) any encumbrance or restriction that applies to any Receivables Assets or which constitutes a Standard Securitization Undertaking, in each case, in connection with a Qualified Receivables Factoring or Qualified Receivables Financing that, in the determination of Agent in its reasonable discretion, are necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing, as applicable, in each case so long as the same do not restrict the granting of Liens to secure Indebtedness pursuant to this Agreement or relate only to assets of the AccessOne Target or its Subsidiaries.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than Partnership) or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a any Borrower or any other Credit Party, in each case except pursuant to this Agreement or any of the other Loan Documents as in effect on the Closing Date. (b) . No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of AgentAgent to secure the Obligations, whether now owned or hereafter acquired except acquired. The foregoing shall not apply to (A) restrictions and conditions imposed by law or by any Loan Document or the following: (i) pursuant Second Lien Note Documents, or, subject in each case to this Agreement the Intercreditor Agreement, documents governing an Additional Second Lien Debt Facility or any documents governing a Permitted Refinancing of any of the other Loan Documents in effect on the Closing Date; foregoing, (ii) covenants and agreements made in connection with any agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant or agreement applies solely to the specific asset or assets securing such Indebtedness; (iii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; (iv) restrictions imposed by law; (vB) customary restrictions and conditions contained in agreements relating to any the sale of assets or Stock a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Person or property Subsidiary that is to be sold and such sale is not prohibited by the terms of any Loan Document; permitted hereunder, (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; (viiC) restrictions and conditions imposed on any Foreign Subsidiary pursuant to by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) restrictions and conditions imposed on the ability of any Credit Party to create, incur or permit to exist any Lien on any carbon credits or similar credit of such Credit Party by any agreement with a third party that is not an Affiliate of any Borrower or the Subsidiaries, (E) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of any interest in joint ventures; (viiiF) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (G) customary provisions in leases and other contracts restricting the assignment thereof, (H) any agreement or instrument relating to Indebtedness in effect at the time a Person becomes a Subsidiary of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent Partnership so long as such agreement was not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in contemplation of such Person becoming a Subsidiary, and (I) any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the ordinary course preceding clauses, provided the terms and conditions of businessany such agreement taken as a whole are not materially less favorable to the Credit Parties and their Subsidiaries, or the Agent or any Lender, than those under the agreement so amended, refinanced or replaced.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction or encumbrance of any kind on the ability of any such Credit Party or Subsidiary to (a) pay dividends or make any other distribution distributions on any of such Credit Party’s or Subsidiary’s its Stock or to pay fees, including management fees, Stock Equivalents or make other payments and distributions to a Borrower or any other Credit Party, participation in each case except pursuant to this Agreement its profits owned by Holdings or any of the other Loan Documents as in effect on the Closing Date. its Subsidiaries, or pay any Indebtedness owed to Holdings or any of its Subsidiaries, (b) No Credit Party shall, and no Credit Party shall permit make loans or advances to Holdings or any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon (c) transfer any of its properties or assets in favor to Holdings or any of Agentits Subsidiaries, whether now owned except for such encumbrances or hereafter acquired except the following: restrictions existing by reason of (i) pursuant to applicable law, (ii) this Agreement and the other Loan Documents, (iii) the First Lien Indebtedness Documents, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings or any of its Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the Ordinary Course of Business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, (vii) restrictions with respect to a Subsidiary of the Borrower and imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the outstanding Stock or all or substantially all of the assets of such Subsidiary in compliance with the other Loan Documents provisions of this Agreement, (viii) restrictions existing with respect to any Person or the property or assets of such Person acquired by the Borrower or any of its Subsidiaries in effect on the Closing Date; (ii) covenants and agreements made a Permitted Acquisition in connection compliance with any agreement relating to secured Indebtedness permitted by this Agreement but only if and existing at the time of such covenant Permitted Acquisition and not incurred in contemplation thereof, which encumbrances or agreement applies solely restrictions are not applicable to any Person or the specific asset property or assets securing of any Person other than such Indebtedness; Person or the property or assets of such Person so acquired, (iiiix) customary provisions in leases, subleases, licenses or sublicenses joint venture agreements and other contracts restricting the right of assignment thereof so long as such restrictions relate similar agreements in each case relating solely to the property interestapplicable joint venture or similar entity or the Stock or Stock Equivalents therein entered into in the Ordinary Course of Business, rights or assets subject thereto; (ivx) restrictions imposed by law; (v) customary restrictions and conditions contained in agreements relating to any sale the terms of assets purchase money obligations or Stock pending such saleCapitalized Lease Obligations not incurred in violation of this Agreement, provided that such restrictions and conditions apply relate only to the Person or property that is to be sold Property financed with such Indebtedness (and such sale is not prohibited by the terms of any Loan Document; proceeds thereof), and (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; (vii) restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; (viiixi) any agreement other customary provisions arising or instrument agreed to in the Ordinary Course of Business not relating to Indebtedness or Stock or Stock Equivalents that do not individually or in the aggregate (x) detract in any material respect from the value of the Specified Foreign Subsidiary incurred pursuant assets of Holdings or any of its Subsidiaries or (y) otherwise impair the ability of Holdings or any of its Subsidiaries to Section 6.4 or 6.5(q) to perform their obligations under the extent not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessDocuments.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or to pay fees, including management fees, or make other payments and distributions to a Borrower any Group Member or any other Credit Party, in each case except pursuant to this Agreement or Agreement, any of the other Loan Documents Documents, the ABL Credit Agreement, and the PNC Receivables Facility, in each case, as in effect on the Closing DateDate after giving effect to the Transactions. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent, whether now owned or hereafter acquired except the following: : (i) pursuant to (x) this Agreement or any of the other Loan Documents in effect on the Closing Date; Date and (y) the ABL Credit Agreement as in effect on the Closing Date after giving effect to the Transactions; (ii) covenants and agreements made in connection with any other agreement relating to any other secured Indebtedness permitted by this Agreement but but, in each case, only if such covenant or agreement applies solely to the specific asset or assets securing such Indebtedness; ; (iii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; ; (iv) restrictions imposed by law; ; (v) customary restrictions and conditions contained in agreements relating to any sale of assets or Stock pending such sale, provided that such restrictions and conditions apply only to the Person or property that is to be sold and such sale is not prohibited by the terms of any Loan Document; ; (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; ; (vii) restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; and (viii) any agreement or instrument relating to Indebtedness of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and ; (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (A) any encumbrance or restriction existing on the Closing Date that applies to the applicable Receivables Subsidiary or (B) any encumbrance or restriction that applies to any Receivables Assets or which constitutes a Standard Securitization Undertaking, in each case, in connection with a Qualified Receivables Factoring or Qualified Receivables Financing that, in the good faith determination of the Borrower, are necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing, as applicable, in each case so long as the same do not restrict the granting of Liens to secure Indebtedness pursuant to this Agreement or relate only to assets of the Closing Date Target Entities or their Subsidiaries.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction or encumbrance of any kind on the ability of any such Credit Party or Subsidiary to (a) pay dividends or make any other distribution distributions on any of such Credit Party’s or Subsidiary’s its Stock or to pay fees, including management fees, Stock Equivalents or make other payments and distributions to a Borrower or any other Credit Party, participation in each case except pursuant to this Agreement its profits owned by Holdings or any of the other Loan Documents as in effect on the Closing Date. its Subsidiaries, or pay any Indebtedness owed to Holdings or any of its Subsidiaries, (b) No Credit Party shall, and no Credit Party shall permit make loans or advances to Holdings or any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon (c) transfer any of its properties or assets in favor to Holdings or any of Agentits Subsidiaries, whether now owned except for such encumbrances or hereafter acquired except the following: restrictions existing by reason of (i) pursuant to applicable law, (ii) this Agreement and the other Loan Documents, (iii) the Second Lien Indebtedness Documents, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings or any of its Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the Ordinary Course of Business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, (vii) restrictions with respect to a Subsidiary of the Borrower and imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the outstanding Stock or all or substantially all of the assets of such Subsidiary in compliance with the other Loan Documents provisions of this Agreement, (viii) restrictions existing with respect to any Person or the property or assets of such Person acquired by the Borrower or any of its Subsidiaries in effect on the Closing Date; (ii) covenants and agreements made a Permitted Acquisition in connection compliance with any agreement relating to secured Indebtedness permitted by this Agreement but only if and existing at the time of such covenant Permitted Acquisition and not incurred in contemplation thereof, which encumbrances or agreement applies solely restrictions are not applicable to any Person or the specific asset property or assets securing of any Person other than such Indebtedness; Person or the property or assets of such Person so acquired, (iiiix) customary provisions in leases, subleases, licenses or sublicenses joint venture agreements and other contracts restricting the right of assignment thereof so long as such restrictions relate similar agreements in each case relating solely to the property interestapplicable joint venture or similar entity or the Stock or Stock Equivalents therein entered into in the Ordinary Course of Business, rights or assets subject thereto; (ivx) restrictions imposed by law; (v) customary restrictions and conditions contained in agreements relating to any sale the terms of assets purchase money obligations or Stock pending such saleCapitalized Lease Obligations not incurred in violation of this Agreement, provided that such restrictions and conditions apply relate only to the Person or property that is to be sold Property financed with such Indebtedness (and such sale is not prohibited by the terms of any Loan Document; proceeds thereof), and (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; (vii) restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; (viiixi) any agreement other customary provisions arising or instrument agreed to in the Ordinary Course of Business not relating to Indebtedness or Stock or Stock Equivalents that do not individually or in the aggregate (x) detract in any material respect from the value of the Specified Foreign Subsidiary incurred pursuant assets of Holdings or any of its Subsidiaries or (y) otherwise impair the ability of Holdings or any of its Subsidiaries to Section 6.4 or 6.5(q) to perform their obligations under the extent not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessDocuments.

No Negative Pledges. (a) No The Credit Party shall, Parties shall not and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise not cause or suffer permit their Restricted Subsidiaries to exist enter into or become effective assume any consensual restriction agreement (other than the Loan Documents) prohibiting the creation or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or to pay fees, including management fees, or make other payments and distributions to a Borrower or any other Credit Party, in each case except pursuant to this Agreement or any of the other Loan Documents as in effect on the Closing Date. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence assumption of any Lien upon any of its assets in favor of Agentproperties or assets, whether now owned or hereafter acquired except the following: acquired, other than (i) pursuant to this Agreement provisions restricting subletting, assignment or other transfers (including the granting of any Lien) of any lease governing a leasehold interest of Borrower or a Restricted Subsidiary of Borrower entered into in the other Loan Documents in effect on the Closing Date; ordinary course of business, (ii) covenants and agreements made in connection with provisions of customary documentation of any agreement relating to Indebtedness secured Indebtedness permitted by this Agreement a Permitted Encumbrance, but only if such covenant or agreement applies solely to the specific asset or assets securing such Indebtedness; (iii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; (iv) restrictions imposed by law; (v) customary restrictions and conditions contained in agreements relating to any sale of assets or Stock pending such sale, provided that such restrictions and conditions apply only to the Person or Persons obligated under such indebtedness and its or their Restricted Subsidiaries and the property or assets securing such Indebtedness, (iii) prohibitions included in documentation governing Indebtedness permitted by Section 3.1(j); provided that is any such prohibitions apply solely to such Person that becomes a Restricted Subsidiary after the Closing Date or such assets acquired after the Closing Date, in each case, pursuant to the relevant Permitted Acquisition, (iv) agreements relating to any Asset Disposition expressly permitted hereunder, provided that such prohibitions and limitations apply only to the property to be sold (or the Persons the Stock of which is the subject of such agreement), (v) leases, subleases, licenses, sublicenses and such sale is not prohibited by other agreements containing customary provisions prohibiting or limiting the terms assignment or other transfer thereof that are entered into in the ordinary course of any Loan Document; business, (vi) contractual obligations binding on restrictions with respect to a Restricted Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not of Borrower imposed pursuant to an agreement that has been entered into solely in contemplation connection with the disposition of such Person becoming a Restricted Subsidiary; (vii) restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness ’s assets or all of such Foreign Subsidiary permitted to be incurred hereunder; (viii) any agreement or instrument relating to Indebtedness of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent not prohibited by the terms of any Loan Document and Restricted Subsidiary’s Stock, in each case, only to the extent such encumbrance or restriction only applies restrictions are imposed during the pendency of such disposition and such disposition is either expressly permitted hereunder or, in connection with the disposition of all of such Restricted Subsidiary’s Stock, such Stock disposition shall give rise to the Specified Foreign concurrent repayment in full of the Obligations, (vii) in the case of any Restricted Subsidiary that is not a wholly-owned Subsidiary; , customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interest in, such partnership, limited liability company, joint venture or similar Person, (ixviii) restrictions on deposits (including cash or other deposits and Cash Equivalents) imposed by customers Persons under contracts entered into in the ordinary course of business.business or for whose benefit such cash, Cash Equivalents or other deposits exist, (ix) any restrictions or conditions set forth in any agreement of the types described in clauses (i) through (viii) above, in each case, as in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not 40 [[7932149]]

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Domestic Subsidiaries to, directly or indirectly, (a) to create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Domestic Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Domestic Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any other Credit Party, in each case except pursuant to this Agreement or any of the other Loan Documents as in effect on the Closing Date. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent, whether now owned or hereafter acquired except the following: (i) pursuant to this Agreement or any of the other Loan Documents in effect on the Closing Date; (ii) covenants and agreements made in connection with any agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant or agreement applies solely to the specific asset or assets securing such Indebtedness; (iii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; (iv) restrictions imposed by law; (v) customary restrictions and conditions contained in agreements relating to any the sale of assets or Stock property pending such sale, provided that such restrictions and conditions apply only to the Person or property that is to be sold and such sale is not prohibited by permitted hereunder, (ii) customary provisions in leases, licenses and other contracts restricting the terms assignment thereof, (iii) in connection with the organizational documents, or any agreement in respect of any Loan Document; Indebtedness, of a Joint Venture, and (viiv) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; (vii) restrictions on connection with any Foreign Subsidiary pursuant to the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; (viii) any agreement document or instrument relating to purchase money Indebtedness, Capital Lease Obligations, other secured Indebtedness and Liens permitted by this Agreement provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, and any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of any such agreement; provided that such amendments or refinancings are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) (i) No Credit Party shall issue any Stock or Stock Equivalents if such issuance would result in an Event of Default under Section 7.1(n) and (ii) no Credit Party (other than NxStage) shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are pledged to Agent, for the benefit of the Specified Foreign Subsidiary incurred pursuant Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Credit Parties pledged to Section 6.4 or 6.5(q) to Agent as of the extent not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessClosing Date.

No Negative Pledges. (a) No The Credit Party shall, Parties shall not and no Credit Party shall not cause or permit any of its their Subsidiaries to, to directly or indirectlyindirectly enter into or assume any agreement (other than the Loan Documents, create or otherwise cause or suffer the 2011 Indenture, the 2011 High Yield Notes, the 2011 Term Loan B Credit Agreement and agreements entered into with respect to exist or become effective other Indebtedness permitted under Section 5.1(f) and any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary Permitted Refinancing with respect to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or to pay fees, including management fees, or make other payments and distributions to a Borrower or any other Credit Party, in each case except pursuant to this Agreement or any of the other Loan Documents as in effect on foregoing) prohibiting the Closing Date. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly creation or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence assumption of any Lien upon any of its assets in favor of Agentproperties or assets, whether now owned or hereafter acquired except the following: and other than (i) pursuant to this Agreement provisions restricting subletting or assignment under any lease governing a leasehold interest or lease of the other Loan Documents in effect on the Closing Datepersonal property; (ii) covenants and agreements made in connection restrictions with respect to a Subsidiary imposed pursuant to any agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant which has been entered into for the sale or agreement applies solely to disposition of all or substantially all of the specific asset equity interests or assets securing of such Indebtedness; (iii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; (iv) restrictions imposed by law; (v) customary restrictions and conditions contained in agreements relating to any sale of assets or Stock pending such sale, provided that such restrictions and conditions apply only to the Person or property that is to be sold and such sale is not prohibited by the terms of any Loan Document; (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation sale or disposition of all or substantially all of the equity interests or assets of such Person becoming a SubsidiarySubsidiary is permitted under this Agreement; and (viiiii) restrictions on assignments or sublicensing of licensed Intellectual Property. No reference to Permitted Encumbrances in this Agreement or any Foreign Subsidiary pursuant other Loan Document, including any statement or provision as to the terms acceptability of any Indebtedness Permitted Encumbrances or the permitted priority thereof, shall in any way constitute or be construed so as to provide for a subordination of any rights of the Agents or the Lenders hereunder or arising under any Loan Documents in favor of any holder of such Foreign Subsidiary permitted Permitted Encumbrances or any Lien ranking in priority to be incurred hereunder; (viii) any agreement or instrument relating to Indebtedness of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessPermitted Encumbrances.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than the Borrower) or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock Equity Interests or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any other Credit Party, in each case Party except (i) pursuant to this Agreement or the Loan Documents, (ii) required by any applicable Requirements of Law, (iii) any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary of the other Loan Documents Borrower in connection with a Permitted Acquisition, so long as such agreement was not entered into in effect on connection with or in contemplation of such Person becoming a Subsidiary of the Closing DateBorrower[reserved] or (iv) with respect to any Property subject to a Permitted Lien. (b) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Administrative Agent, whether now owned or hereafter acquired acquired, except the following: (i1) pursuant to this Agreement or any of the other Loan Documents in effect on the Closing Date; (ii) covenants and agreements made in connection with any agreement relating document or instrument governing Liens permitted pursuant to secured Indebtedness permitted by this Agreement but subsections 5.1(i) and 5.1(j), provided that any such restriction contained therein relates only if such covenant or agreement applies solely to the specific asset or assets securing subject to such Indebtedness; Permitted Liens, (iii2) customary provisions restrictions in leases, subleases, licenses licenses, cross-licenses, sublicenses or sublicenses and other contracts restricting the right of assignment thereof asset sale agreements otherwise permitted hereby so long as such restrictions relate solely to the property interest, rights or the assets subject thereto; , (iv3) restrictions imposed by law; pursuant to the requirements of any applicable Requirements of Law, (v4) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary, (5) customary restrictions and conditions contained in agreements any agreement relating to any the sale of assets or Stock any property permitted under Section 5.2 pending the consummation of such sale, provided that such restrictions and conditions apply only sale with respect to the Person or property that is to be sold and such sale is not prohibited by the terms of covered thereby, (6) any Loan Document; (vi) contractual obligations binding on a Subsidiary agreement in effect at the time such Subsidiary first becomes a SubsidiaryRestricted Subsidiary of the Borrower, so long as such contractual obligations were agreement was not entered into solely in connection with or in contemplation of such Person becoming a Subsidiary; Subsidiary of Borrower, (vii7) restrictions or prohibitions existing on any Foreign Subsidiary pursuant to the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; Closing Date and (viii) any agreement or instrument relating to Indebtedness of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent not prohibited otherwise permitted by the terms this Section 5.10) listed on Schedule 5.10, (8) customary provisions restricting assignment of any Loan Document and to agreement entered into in the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and Ordinary Course of Business, (ix9) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course Ordinary Course of businessBusiness and (10) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 5.5 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as such restrictions do not impair in the ability of the Credit Parties to perform their obligations under the Loan Documents, or require the grant of any security for any obligation if such property is given as security for the Obligations, other than on a subordinated basis. (c) No Credit Party shall issue any Equity Interests (i) if such issuance would result in an Event of Default under subsection 7.1(j) and (ii) in the case of any Subsidiary Guarantor, unless such Equity Interests are pledged to the Administrative Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as, and to the extent that, the Equity Interests of the Credit Parties are pledged to the Administrative Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction or encumbrance of any kind on the ability of any such Credit Party or Subsidiary to (a) pay dividends or make any other distribution distributions on any of such Credit Party’s or Subsidiary’s its Stock or to pay fees, including management fees, Stock Equivalents or make other payments and distributions to a Borrower or any other Credit Party, participation in each case except pursuant to this Agreement its profits owned by Holdings or any of the other Loan Documents as in effect on the Closing Date. its Subsidiaries, or pay any Indebtedness owed to Holdings or any of its Subsidiaries, (b) No Credit Party shall, and no Credit Party shall permit make loans or advances to Holdings or any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon (c) transfer any of its properties or assets in favor to Holdings or any of Agentits Subsidiaries, whether now owned except for such encumbrances or hereafter acquired except the following: restrictions existing by reason of (i) pursuant to applicable law, (ii) this Agreement and the other Loan Documents, (iii) the Existing Indebtedness Documents, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings or any of its Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the Ordinary Course of Business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, (vii) restrictions with respect to a Subsidiary of the Borrower and imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the outstanding Stock or all or substantially all of the assets of such Subsidiary in compliance with the other Loan Documents in effect on the Closing Date; provisions of this Agreement, (iiviii) covenants and agreements made in connection with any agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant or agreement applies solely to the specific asset or assets securing such Indebtedness; [Intentionally Omitted], (iiiix) customary provisions in leases, subleases, licenses or sublicenses joint venture agreements and other contracts restricting the right of assignment thereof so long as such restrictions relate similar agreements in each case relating solely to the property interestapplicable joint venture or similar entity or the Stock or Stock Equivalents therein entered into in the Ordinary Course of Business prior to the Closing Date, rights or assets subject thereto; (ivx) restrictions imposed by law; (v) customary restrictions and conditions contained in agreements relating to any sale the terms of assets purchase money obligations or Stock pending such saleCapitalized Lease Obligations not incurred in violation of this Agreement, provided that such restrictions and conditions apply relate only to the Person or property that is to be sold Property financed with such Indebtedness (and such sale is not prohibited by the terms of any Loan Document; proceeds thereof), and (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; (vii) restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; (viiixi) any agreement other customary provisions arising or instrument agreed to in the Ordinary Course of Business not relating to Indebtedness or Stock or Stock Equivalents that do not individually or in the aggregate (x) detract in any material respect from the value of the Specified Foreign Subsidiary incurred pursuant assets of Holdings or any of its Subsidiaries or (y) otherwise impair the ability of Holdings or any of its Subsidiaries to Section 6.4 or 6.5(q) to perform their obligations under the extent not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessDocuments.

No Negative Pledges. (a) No The Credit Party shall, Parties shall not and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise not cause or suffer permit their Subsidiaries to exist enter into or become effective assume any consensual restriction agreement (other than the Loan Documents) prohibiting the creation or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or to pay fees, including management fees, or make other payments and distributions to a Borrower or any other Credit Party, in each case except pursuant to this Agreement or any of the other Loan Documents as in effect on the Closing Date. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence assumption of any Lien upon any of its assets in favor of Agentproperties or assets, whether now owned or hereafter acquired except the following: acquired, other than (i) pursuant to this Agreement provisions restricting subletting, assignment or other transfers (including the granting of any Lien) of any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the other Loan Documents in effect on the Closing Date; ordinary course of business, (ii) covenants and agreements made in connection with provisions of customary documentation of any agreement relating to Indebtedness secured Indebtedness permitted by this Agreement a Permitted Encumbrance, but only if such covenant or agreement applies solely to the specific asset or assets securing such Indebtedness; (iii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; (iv) restrictions imposed by law; (v) customary restrictions and conditions contained in agreements relating to any sale of assets or Stock pending such sale, provided that such restrictions and conditions apply only to the Person or Persons obligated under such indebtedness and its or their Subsidiaries or the property or assets securing such Indebtedness, (iii) Liens expressly permitted by the definition of “Permitted Encumbrances”, (iv) agreements relating to any Asset Disposition expressly permitted hereunder, provided that is such prohibitions and limitations apply only to the property to be sold (or the Persons the Stock of which is the subject of such agreement), (v) leases, subleases, licenses, sublicenses and such sale is not prohibited by other agreements containing customary provisions prohibiting or limiting the terms assignment or other transfer thereof that are entered into in the ordinary course of any Loan Document; business, (vi) contractual obligations binding on restrictions with respect to a Subsidiary at of the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not Borrowers imposed pursuant to an agreement that has been entered into solely in contemplation connection with the disposition of such Person becoming a Subsidiary; (vii) restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness ’s assets or all of such Foreign Subsidiary permitted to be incurred hereunder; (viii) any agreement or instrument relating to Indebtedness of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent not prohibited by the terms of any Loan Document and Subsidiary’s Stock, in each case, only to the extent such encumbrance or restriction only applies restrictions are imposed during the pendency of such disposition and such disposition is either expressly permitted hereunder or, in connection with the disposition of all of such Subsidiary’s Stock, such Stock disposition shall give rise to the Specified Foreign concurrent repayment in full of the Obligations no later than thirty (30) days following the date of entering into such agreement, (v) in the case of any Subsidiary that is not a wholly-owned Subsidiary; , customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interest in, such partnership, limited liability company, joint venture or similar Person, (ixvi) restrictions on deposits (including cash or other deposits and Cash Equivalents) imposed by customers Persons under contracts entered into in the ordinary course of businessbusiness or for whose benefit such cash, Cash Equivalents or other deposits exist and (vii) restrictions set forth in documents which exists on the Closing Date; provided that such amendments, modifications, restatements, renewals, supplements, refunding, replacements or refinancings are, in the good faith judgment of the Borrower Representative, no more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock Equity Interests or Equity Interests Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any other Credit PartySubsidiary, in each case except pursuant to this Agreement or any the terms of the other Loan Documents as in effect on and the Closing Date. (b) Revolving Loan Documents. No Credit Loan Party shall, and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation contractual obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets Collateral in favor of Agentthe Administrative Agent to secure the Obligations, whether now owned or hereafter acquired except the following: (i) in connection with any document or instrument governing Purchase Money Liens permitted herein, provided that any such restriction contained therein relates only to the Property subject to such PermittedPurchase Money Liens, (ii) with consent of the Administrative Agent and (iii) pursuant to the Revolving Loan Documents and the Intercreditor Agreement. Nothing in this Section 6.14 shall prohibit (1) this Agreement or any of the other Loan Documents in effect on the Closing Date; Documents, or (ii) covenants and agreements made in connection with any agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant or agreement applies solely to the specific asset or assets securing such Indebtedness; (iii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; (iv) restrictions imposed by law; (v2) customary restrictions and conditions contained in agreements any agreement relating to any the sale of assets or Stock any property permitted hereunder pending the consummation of such sale, provided that such (3) restrictions and conditions apply only to imposed by applicable law, (4) any agreement in effect at the time a Person or property that is to be sold and such sale is not prohibited by the terms first became a Subsidiary of any Loan Document; (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a SubsidiaryParty, so long as such contractual obligations were agreement was not entered into solely in contemplation of such Person becoming a Subsidiary; Subsidiary and such restrictions are limited to such Subsidiary and its Subsidiaries, (vii5) restrictions on any Foreign Subsidiary pursuant to in the terms case of any Subsidiary that is not a wholly-owned Subsidiary of Holdings, restrictions and conditions imposed by its organizational documents or any related joint venture, shareholder or similar agreements, or (6) contained in any financing documentation governing Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; (viii) any agreement or instrument relating hereunder that are incurred by a Subsidiary that is not required to be a Guarantor, so long as such restrictions operate only upon the occurrence and during the continuance of an event of default under the documentation governing such Indebtedness of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and (ix) impose restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businesssuch Subsidiary and its Subsidiaries.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (x) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Capital Stock or to pay fees, including management fees, or make other payments and distributions to a Borrower or any other Credit Party, in each case except pursuant to this Agreement Party or any of the other Loan Documents as in effect on the Closing Date. (by) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets the Collateral in favor of AgentBank, whether now owned or hereafter acquired except acquired; provided, that: (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document; (ii) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 7.4 or 7.9 or pending the consummation of such sale, stock sale agreements, joint venture agreements and agreements evidencing Indebtedness of such joint ventures, sale/leaseback agreements, purchase agreements, or acquisition agreements (including by way of merger, acquisition, consolidation or amalgamation), entered into by Borrower or any Subsidiary solely to the extent pending the consummation of such transaction; (iii) clause (x) of the foregoing shall not apply to restrictions, limitations or conditions imposed by any of the following: (ix) pursuant any agreement relating to this Agreement Ratio Debt, (y) any agreement related to Subordinated Indebtedness and (z) net worth provisions in leases and other agreements entered into by Borrower or any Subsidiary in the Ordinary Course of Business; (iv) clause (y) of the foregoing shall not apply to any of the following: (x) customary provisions in leases and other Loan Documents in effect on contracts restricting the Closing Date; assignment thereof, (iiy) covenants and agreements made in connection with any agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant or agreement applies solely to if, in the specific asset or assets securing such Indebtedness; case of this clause (iii) customary provisions in leasesy), subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; (iv) restrictions imposed by law; (v) customary restrictions and conditions contained in agreements relating to any sale of assets or Stock pending such sale, provided that such restrictions and conditions apply only to the Person or property that is to be sold and Property securing such sale is not prohibited by the terms of any Loan Document; (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; (vii) restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; (viii) any agreement or instrument relating to Indebtedness of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and (ixz) customary restrictions on cash or other deposits deposits; and (v) the foregoing shall not apply to restrictions, limitations or conditions imposed by customers under contracts entered into any agreement or other instrument of a Person acquired in a Permitted Acquisition or other Investment permitted by Section 7.5 in existence at the ordinary course time of businesssuch Permitted Acquisition or other Investment (and not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the Property or assets of the Person, so acquired; provided, that if any restrictions, limitations or conditions permitted pursuant to clauses (iii) (other than pursuant to sub-clause (z)) or (v) (other than restrictions, limitations or conditions imposed by agreements relating to purchase money or Capital Lease Obligations or other agreements not evidencing Indebtedness) above (1) are similar to any restrictions, limitations or conditions in this Agreement, but are more restrictive or limiting than those set forth herein, or are more beneficial to the applicable lender or creditor than the restrictions, limitations or conditions provided to the Bank or (2) differ from the restrictions, limitations or conditions in this Agreement (for example, agreements evidencing Ratio Debt that include an asset coverage financial covenant), then (A) the terms of this Agreement shall, without any further action on the part of Borrower, any other Credit Party or Bank, be deemed to be amended automatically and immediately to include such restrictions, limitations or conditions, (B) promptly after any Credit Party becomes aware of any such restriction, limitation or condition, such Credit Party shall notify Bank thereof and (C) at the reasonable request of the Bank, Borrower shall promptly execute and deliver at its expense an amendment to this Agreement in form and substance satisfactory to the Bank evidencing the amendment of this Agreement to include such restrictions, limitations or conditions.

No Negative Pledges. (a) No The Credit Party shall, Parties shall not and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise not cause or suffer permit their Restricted Subsidiaries to exist enter into or become effective assume any consensual restriction agreement (other than the Loan Documents) prohibiting the creation or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or to pay fees, including management fees, or make other payments and distributions to a Borrower or any other Credit Party, in each case except pursuant to this Agreement or any of the other Loan Documents as in effect on the Closing Date. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence assumption of any Lien upon any of its assets in favor of Agentproperties or assets, whether now owned or hereafter acquired except the following: acquired, other than (i) pursuant to this Agreement provisions restricting subletting, assignment or other transfers (including the granting of any Lien) of any lease governing a leasehold interest of Borrower or a Restricted Subsidiary of Borrower entered into in the other Loan Documents in effect on the Closing Date; ordinary course of business, (ii) covenants and agreements made in connection with provisions of customary documentation of any agreement relating to Indebtedness secured Indebtedness permitted by this Agreement a Permitted Encumbrance, but only if such covenant or agreement applies solely to the specific asset or assets securing such Indebtedness; (iii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; (iv) restrictions imposed by law; (v) customary restrictions and conditions contained in agreements relating to any sale of assets or Stock pending such sale, provided that such restrictions and conditions apply only to the Person or Persons obligated under such indebtedness and its or their Restricted Subsidiaries and the property or assets securing such Indebtedness, (iii) prohibitions included in documentation governing Indebtedness permitted by Section 3.1(j); provided that is any such prohibitions apply solely to such Person that becomes a Restricted Subsidiary after the Closing Date or such assets acquired after the Closing Date, in each case, pursuant to the relevant Permitted Acquisition, (iv) agreements relating to any Asset Disposition expressly permitted hereunder, provided that such prohibitions and limitations apply only to the property to be sold (or the Persons the Stock of which is the subject of such agreement), (v) leases, subleases, licenses, sublicenses and such sale is not prohibited by other agreements containing customary provisions prohibiting or limiting the terms assignment or other transfer thereof that are entered into in the ordinary course of any Loan Document; business, (vi) contractual obligations binding on restrictions with respect to a Restricted Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not of Borrower imposed pursuant to an agreement that has been entered into solely in contemplation connection with the disposition of such Person becoming a Restricted Subsidiary; (vii) restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness ’s assets or all of such Foreign Subsidiary permitted to be incurred hereunder; (viii) any agreement or instrument relating to Indebtedness of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent not prohibited by the terms of any Loan Document and Restricted Subsidiary’s Stock, in each case, only to the extent such encumbrance or restriction only applies restrictions are imposed during the pendency of such disposition and such disposition is either expressly permitted hereunder or, in connection with the disposition of all of such Restricted Subsidiary’s Stock, such Stock disposition shall give rise to the Specified Foreign concurrent repayment in full of the Obligations, (vii) in the case of any Restricted Subsidiary that is not a wholly-owned Subsidiary; , customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interest in, such partnership, limited liability company, joint venture or similar Person, (ixviii) restrictions on deposits (including cash or other deposits and Cash Equivalents) imposed by customers Persons under contracts entered into in the ordinary course of business.business or for whose benefit such cash, Cash Equivalents or other deposits exist, (ix) any restrictions or conditions set forth in any agreement of the types described in clauses (i) through (viii) above, in each case, as in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not 40 [[6937528]]

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or to pay fees, including management fees, or make other payments and distributions to a Borrower or any other Credit Party, in each case except pursuant to this Agreement or or, any of the other Loan Documents Documents, the Bridge Loan Agreement and the PNC Receivables Facility, in each case as in effect on the Closing DateDateFirst Amendment Date after giving effect to the First Amendment Transactions. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent, whether now owned or hereafter acquired except the following: : (i) pursuant to (x) this Agreement or any of the other Loan Documents in effect on the Closing Date; Date and (y) the Bridge Loan Documents as in effect on the First Amendment Date (and any Bridge Loan Permanent Refinancing thereof); (ii) covenants and agreements made in connection with any other agreement relating to any other secured Indebtedness permitted by this Agreement but only if such covenant or agreement applies solely to the specific asset or assets securing such Indebtedness; ; (iii) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; ; (iv) restrictions imposed by law; ; (v) customary restrictions and conditions contained in agreements relating to any sale of assets or Stock pending such sale, provided that such restrictions and conditions apply only to the Person or property that is to be sold and such sale is not prohibited by the terms of any Loan Document; ; (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; ; (vii) restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; ; (viii) any agreement or instrument relating to Indebtedness of the Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and and (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.; and (A) any encumbrance or restriction existing on the First Amendment Date that applies to the applicable Receivables Subsidiary or (B) any encumbrance or restriction that applies to any Receivables Assets or which constitutes a Standard Securitization Undertaking, in each case, in connection with a Qualified Receivables Factoring or Qualified Receivables Financing that, in the determination of Agent in its reasonable discretion, are necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing, as applicable, in each case so long as the same do not restrict the granting of Liens to secure Indebtedness pursuant to this Agreement or relate only to assets of the AccessOne Target or its Subsidiaries.