Common use of Limitation on Negative Pledges Clause in Contracts

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, other than (i) this Agreement and the other Loan Documents, (ii) pursuant to an agreement in connection with a sale of assets (including Capital Stock in Subsidiaries) permitted by Section 8.2.7 [Disposition of Assets or Subsidiaries] and any such prohibitions or limitations apply only to the property subject to such sale (and, in the case of a sale of the Capital Stock in a Subsidiary, the property of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any agreements governing any Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, (vii) customary provisions in joint venture agreements and other similar agreements not prohibited under this Agreement, and (viii) restrictions in debt agreements solely on the assets of any Foreign Subsidiary with respect to Indebtedness incurred by such Foreign Subsidiary.

Limitation on Negative Pledges. Each of the Loan Parties shall Whirlpool will not, and shall not nor will it permit any Subsidiary its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party or any of its Subsidiaries to create, incurinto, assume or suffer become subject to exist any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its property properties or revenuesassets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation (each, a “Negative Pledge”) except (a) as set forth in this Credit Agreement, (b) agreements in existence and as in effect on the Effective Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing Negative Pledges which are not less favorable to secure Whirlpool and its Subsidiaries taken as a whole than those set forth in the Secured Obligationsagreement being refunded, replaced or refinanced), (c) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary or becomes a Subsidiary; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (i) this Agreement and any refundings, replacements or refinancing of the other Loan Documentssame not in excess of the then outstanding amount of the obligations thereunder and containing Negative Pledges which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (iid) pursuant to an agreement in connection with a sale of assets (including Capital Stock in Subsidiaries) any Lien permitted by Section 8.2.7 [Disposition of Assets 7.10 or Subsidiaries] and any document or instrument governing any such prohibitions or limitations apply Lien, provided that any such Negative Pledge contained therein relates only to the property asset or assets subject to such sale Lien, (and, e) customary restrictions and conditions contained in any agreement relating to the case of a sale of any assets not prohibited hereunder pending the Capital Stock in a Subsidiary, the property consummation of such Subsidiary)sale, (iiif) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary non-assignment provisions prohibiting or restricting assignment or the granting of Liens on the rights contained thereinin contracts, (ivg) any agreements governing any Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) connection with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, (vii) customary provisions in joint venture agreements and other similar agreements not prohibited under this Agreement, and (viii) restrictions in debt agreements solely on the assets of any Foreign Subsidiary with respect to Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign SubsidiarySubsidiary to pay dividends or make distributions, (h) agreements entered into on or after the Effective Date containing Negative Pledges which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in Section 7.10.

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary to, enter Enter into or suffer to exist or become effective any agreement or other arrangement that prohibits prohibits, restricts or limits imposes any condition upon the ability of any Loan Party the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesCollateral (other than Securities in Securitization Entities), whether now owned or hereafter acquired, to secure the Secured Obligations, other than except for any restrictions that: (ia) exist under this Agreement and the other Loan Documents; (b) exist on the date hereof and (to the extent not otherwise permitted by this Section 6.10) are listed on Schedule 6.10 hereto; (c) are binding on a Subsidiary or its Assets at the time such Subsidiary or its Assets first becomes a Subsidiary or owned by a Subsidiary, as applicable, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Subsidiary; (iid) pursuant are customary restrictions and conditions contained in any agreement relating to an agreement in connection with a sale of assets (including Capital Stock in Subsidiaries) any transaction permitted by Section 8.2.7 [Disposition 6.6 pending the consummation of Assets or Subsidiaries] such transaction; provided that such restrictions and any such prohibitions or limitations conditions apply only to the property that is the subject to such sale (and, in the case of a sale of the Capital Stock in a Subsidiary, the property of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant transaction and not to the reasonable business requirements proceeds to be received by the Borrower or any of its Subsidiaries in connection with such Loan Party transaction; (e) are customary restrictions in leases, subleases, licenses or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any asset sale agreements governing any Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against so long as such restrictions relate solely to the assets financed thereby), subject thereto; (vf) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (g) are customary provisions restricting assignment or transfer of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business; and (h) are amendments, modifications, restatements, refinancings or renewals of the agreements, contracts or instruments referred to in Section 6.10(b) through (vig) customary provisions restricting sublettingabove; provided that such amendments, sublicensing modifications, restatements, refinancings or assignment of any intellectual property license or any lease governing any leasehold interests of renewals, taken as a Loan Party and its Subsidiarieswhole, (vii) customary provisions in joint venture agreements and other similar agreements are not prohibited under this Agreement, and (viii) restrictions in debt agreements solely on the assets of any Foreign Subsidiary materially more restrictive with respect to Indebtedness incurred by such Foreign Subsidiaryencumbrances and restrictions than those contained in such predecessor agreements, contracts or instruments.

Limitation on Negative Pledges. Each of the Loan Parties shall notNo Borrower will, and shall not nor will it permit any Subsidiary its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party or any of its Subsidiaries to create, incurinto, assume or suffer become subject to exist any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its property properties or revenuesassets, whether now owned or hereafter acquired, to secure or requiring the Secured Obligations, grant of any security for such obligation if security is given for some other than obligation except (ia) as set forth in this Agreement and the other Loan DocumentsCredit Agreement, (iib) pursuant agreements in existence and as in effect on the Closing Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to an agreement Whirlpool and its Subsidiaries), (c) in connection with a sale of assets (including Capital Stock in Subsidiaries) any Lien permitted by Section 8.2.7 [Disposition of Assets 7.10 or Subsidiaries] and any document or instrument governing any such prohibitions or limitations apply Lien, provided that any such restriction contained therein relates only to the property asset or assets subject to such sale Lien, (and, d) customary restrictions and conditions contained in any agreement relating to the case of a sale of any assets not prohibited hereunder pending the Capital Stock in a Subsidiary, the property consummation of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any agreements governing any Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of businesssale, (vi) customary non-assignment provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party in contracts and its Subsidiaries, (vii) customary provisions in joint venture agreements and other similar agreements not prohibited under this Agreement, and (viii) restrictions in debt agreements solely on the assets of any Foreign Subsidiary connection with respect to Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign SubsidiarySubsidiary to pay dividends or make distributions; provided that for purposes of this Section 7.17, "Subsidiaries" of Whirlpool shall not include Maytag Corporation and its Subsidiaries for the period commencing with the acquisition thereof by Whirlpool and ending 30 days thereafter.

Limitation on Negative Pledges. Each of the Loan Parties shall notNo Borrower will, and shall not nor will it permit any Subsidiary its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party or any of its Subsidiaries to create, incurinto, assume or suffer become subject to exist any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its property properties or revenuesassets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation except (a) as set forth in this Credit Agreement, (b) agreements in existence and as in effect on the Effective Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to secure Whirlpool and its Subsidiaries), (c) agreements of a Person existing at the Secured Obligationstime such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (i) this Agreement and any refundings, replacements or refinancing of the other Loan Documentssame not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (iid) pursuant to an agreement in connection with a sale of assets (including Capital Stock in Subsidiaries) any Lien permitted by Section 8.2.7 [Disposition of Assets 7.10 or Subsidiaries] and any document or instrument governing any such prohibitions or limitations apply Lien, provided that any such restriction contained therein relates only to the property asset or assets subject to such sale Lien, (and, e) customary restrictions and conditions contained in any agreement relating to the case of a sale of any assets not prohibited hereunder pending the Capital Stock in a Subsidiary, the property consummation of such Subsidiary)sale, (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any agreements governing any Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vf) customary provisions restricting non-assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, (vii) customary provisions in joint venture agreements and other similar agreements not prohibited under this Agreement, contracts and (viiig) restrictions in debt agreements solely on the assets of any Foreign Subsidiary connection with respect to Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign SubsidiarySubsidiary to pay dividends or make distributions.

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary toSubsidiary, to enter into or suffer to exist or become effective any agreement that (a) prohibits or limits the ability of any such Loan Party or any of its Subsidiaries to (i) other than with respect to any Foreign Subsidiary, act as a Loan Party; (ii) make dividends or distribution to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, other than than, in the case of clauses (iii) through (v), (A) this Agreement and the other Loan Documents, Documents (iiB) with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a sale disposition of assets (including Capital Stock in Subsidiaries) permitted by Section 8.2.7 [Disposition under this Agreement of Assets all or Subsidiaries] and any such prohibitions or limitations apply only to the property subject to such sale (and, in the case of a sale substantially all of the Capital Stock in a Subsidiary, the property equity interests or assets of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (ivC) any agreements governing any Purchase Money Security Interests purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vD) customary non-assignment provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract contracts, leases or licensing agreements entered into by a Loan Party Borrower or any of its Subsidiaries Subsidiaries, in each case entered into in the ordinary course of business, (viE) applicable law, (F) provisions with respect to dividends and the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, (G) any restrictions under any Indebtedness permitted under Section 8.2.1 [Indebtedness]; provided that, either (1) such restrictions are no more restrictive than those contained under this Agreement or (2) such restrictions relate only to Foreign Subsidiaries obligated on such Indebtedness and the assets of such Foreign Subsidiaries; and (H) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries. In addition to the foregoing, (vii) customary provisions in joint venture agreements and no event shall any Loan Party enter into an agreement with any other similar agreements not prohibited under this AgreementPerson to restrict the ability of the Borrower or such Loan Party, to encumber, pledge, mortgage, grant a security interest in, assign, sell, lease, or otherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation, dissolution or otherwise, any of the Collateral; and (viiib) restrictions in debt agreements solely on requires the assets grant of any Foreign Subsidiary with respect to Indebtedness incurred by Lien on property for any obligation if a Lien on such Foreign Subsidiaryproperty is given as security for the Obligations.

Limitation on Negative Pledges. Each of the Loan Parties Symmetry shall not, and shall not permit any Restricted Subsidiary to, enter into create or suffer otherwise cause or permit to exist or become effective any agreement that prohibits consensual encumbrance or limits restriction on the ability of any Loan Party Symmetry or any of its Subsidiaries Restricted Subsidiary to create, incur, assume Incur or suffer permit to exist (a) any Lien upon on any of its property First-Priority Assets or revenuesSecond-Priority Assets, whether now owned or hereafter acquired, to secure in each case securing the Secured Notes Obligations, other than and (ib) this Agreement and any Lien on any Intercompany Note Collateral securing the other Loan DocumentsIntercompany Obligations, except, in each case: (ii1) (A) any encumbrance or restriction pursuant to applicable law or any applicable rule, regulation or order or (B) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, and any encumbrance or restriction pursuant to the Security Documents or security documents entered into pursuant to the Credit Agreement (as the Credit Agreement is in effect on the Issue Date); (2) any encumbrance or restriction contained in an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) of this Section 4.07 or this clause (2) or contained in any amendment to an agreement referred to in clause (1) of this Section 4.07 or this clause (2); provided, however, that the encumbrances and restrictions contained in any such agreement or amendment are no more restrictive, taken as a whole, than the encumbrances and restrictions contained in such predecessor agreement; (3) with respect to a Restricted Subsidiary, any customary restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (4) customary restrictions and conditions provided by the terms of any (i) Permitted Lien (or the agreements governing any Indebtedness to which such Permitted Lien relates) described under clause (6) or (10) of the definition thereof or, to the extent Incurred in connection with a sale Refinancing Indebtedness that Refinances the Indebtedness secured by such Permitted Lien, Permitted Liens described under clause (6), (10) or (13) of assets (including Capital Stock in Subsidiaries) permitted by Section 8.2.7 [Disposition of Assets the definition thereof; provided that such restrictions or Subsidiaries] and any such prohibitions or limitations conditions apply only to the property or assets that are the subject to of such sale (and, in Permitted Lien and such restrictions and conditions are no more restrictive than those provided by the case of a sale terms of the Capital Stock in a Subsidiary, the property of such Subsidiary), Permitted Lien (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any agreements governing any Purchase Money Security Interests otherwise Indebtedness to which such Permitted Lien relates); and (ii) agreement governing any Indebtedness permitted hereby by clauses (in which case, 5) and (6) (only as it relates to clause (5) thereof) of Section 4.03(b); provided that such restrictions or conditions apply only to the property or assets of the applicable Restricted Subsidiary and any prohibition or limitation shall only be effective against such restrictions and conditions provided by the assets financed thereby), (v) customary provisions restricting assignment terms of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) Refinancing Indebtedness with respect to a contract entered into any such Indebtedness are no more restrictive than those provided by a Loan Party or its Subsidiaries in the ordinary course terms of business, (vi) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, (vii) customary provisions in joint venture agreements and other similar agreements not prohibited under this Agreement, and (viii) restrictions in debt agreements solely on the assets of any Foreign Subsidiary with respect to Indebtedness incurred by such Foreign Subsidiarybeing Refinanced.

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, other than (i) this Agreement and the other Loan Documents, (ii) pursuant to an agreement in connection with a sale of assets (including Capital Stock Equity Interests in Subsidiaries) permitted by Section 8.2.7 [Disposition of Assets or Subsidiaries] and any such prohibitions or limitations apply only to the property subject to such sale (and, in the case of a sale of the Capital Stock Equity Interests in a Subsidiary, the property of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any agreements governing any Purchase Money Security Interests (including Capital Leases) otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, (vii) customary provisions in joint venture agreements and other similar agreements not prohibited under this Agreement, and (viii) restrictions in debt agreements solely on the assets of any Foreign Subsidiary with respect to Indebtedness incurred by such Foreign Subsidiary.115

Limitation on Negative Pledges. Each of the Loan Parties shall notNo Borrower will, and shall not nor will it permit any Subsidiary its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party or any of its Subsidiaries to create, incurinto, assume or suffer become subject to exist any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its property properties or revenuesassets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation (each, a “Negative Pledge”) except (a) as set forth in this Credit Agreement, (b) agreements in existence and as in effect on the Amendment Effective Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing Negative Pledges which are not less favorable to secure Whirlpool and its Subsidiaries taken as a whole than those set forth in the Secured Obligationsagreement being refunded, replaced or refinanced), (c) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (i) this Agreement and any refundings, replacements or refinancing of the other Loan Documentssame not in excess of the then outstanding amount of the obligations thereunder and containing Negative Pledges which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (iid) pursuant to an agreement in connection with a sale of assets (including Capital Stock in Subsidiaries) any Lien permitted by Section 8.2.7 [Disposition of Assets 7.10 or Subsidiaries] and any document or instrument governing any such prohibitions or limitations apply Lien, provided that any such Negative Pledge contained therein relates only to the property asset or assets subject to such sale Lien, (and, e) customary restrictions and conditions contained in any agreement relating to the case of a sale of any assets not prohibited hereunder pending the Capital Stock in a Subsidiary, the property consummation of such Subsidiary)sale, (iiif) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary non-assignment provisions prohibiting or restricting assignment or the granting of Liens on the rights contained thereinin contracts, (ivg) any agreements governing any Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) connection with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, (vii) customary provisions in joint venture agreements and other similar agreements not prohibited under this Agreement, and (viii) restrictions in debt agreements solely on the assets of any Foreign Subsidiary with respect to Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign SubsidiarySubsidiary to pay dividends or make distributions, (h) agreements entered into on or after the Effective Date containing Negative Pledges which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in Section 7.10.

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary toSubsidiary, to enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any such Loan Party or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure the Secured Collateral securing the Obligations, other than (ia) this Agreement and the other Loan Documents, Documents (iib) with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a sale disposition of assets (including Capital Stock in Subsidiaries) permitted by Section 8.2.7 [Disposition under this Agreement of Assets all or Subsidiaries] and any such prohibitions or limitations apply only to the property subject to such sale (and, in the case of a sale substantially all of the Capital Stock in a Subsidiary, the property equity interests or assets of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (ivc) any agreements governing any Purchase Money Security Interests purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and the proceeds thereof), (vd) restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to 7.2.1 [Indebtedness] to the extent that such restrictions apply only to the property or assets securing such Indebtedness and the proceeds thereof; (e) customary provisions restricting assignment or sublicensing of any assets under a licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business (f) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vig) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, (viih) customary provisions in joint venture agreements and other similar agreements not prohibited under this Agreementany agreement acquired pursuant to a Permitted Acquisition, and any renewal or extension thereof and (viiii) restrictions in debt agreements solely on the assets of any Foreign Subsidiary with respect to Indebtedness incurred by any Person becoming a Subsidiary in accordance with the terms of this Agreement after the Closing Date, any agreement in effect at the time such Foreign Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and any such prohibition only applies to such Subsidiary.

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary to, enter Enter into or suffer to exist or become effective any agreement that prohibits prohibiting or limits conditioning the ability creation or assumption of any Loan Party or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, assets other than (a) any such agreement with or in favor of the Guaranteed Parties or the Administrative Agent, on behalf of the Guaranteed Parties, (b) any such agreement with or in favor of the holders of the Senior Notes or the trustee for the Senior Notes, on behalf of the holders thereof, in each case as such agreement is in effect on the date of this Agreement, (c) any such agreement with or in favor of the lenders of the Acquisition Bridge Loan Facility or the agent for such lenders, on their behalf, in each case as such agreement is in effect on the date of this Agreement, (d) in connection with (i) this Agreement and any Indebtedness listed on Schedule 10.2 to the other Loan Documentsextent such agreement is in effect on the date hereof, (ii) any Indebtedness otherwise permitted to be incurred under Section 10.2(k) to the extent such agreement is on terms that are no less favorable to the Borrower or any of its Subsidiaries or to the Lenders than the terms in effect for the Indebtedness being refunded, refinanced or replaced immediately prior to effecting such refunding, refinancing or replacement and (iii) any Indebtedness outstanding on the date any Person first becomes a Subsidiary of the Borrower; provided, that such agreement was not created in contemplation of the purchase or other acquisition of such Person and does not extend to or cover any property or assets other than property and assets of the Person becoming such Subsidiary, (e) any such agreement prohibiting other encumbrances on specific property and assets of the Borrower or any of its Subsidiaries, which agreement secures the payment of Indebtedness incurred solely to acquire, construct or improve such property or assets or to finance the purchase price therefor (including, without limitation, Financing Leases) and which Indebtedness is otherwise permitted to be incurred under the terms of this Agreement, (f) any such agreement with or in favor of the holders of the Indebtedness of Financial Services Subsidiary (or any agent for the holders of such Indebtedness) incurred pursuant to Section 10.2(h), (g) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets, and (h) any restriction or encumbrance imposed pursuant to an agreement in connection with a sale of assets (including Capital Stock in Subsidiaries) permitted by Section 8.2.7 [Disposition of Assets or Subsidiaries] and any such prohibitions or limitations apply only to the property subject to such sale (and, in the case of a sale of the Capital Stock in a Subsidiary, the property of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any agreements governing any Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract that has been entered into by a Loan Party the Borrower or any of its Subsidiaries in for the ordinary course of businesssale, (vi) customary provisions restricting sublettinglease, sublicensing transfer or assignment other disposition of any intellectual of its property license or any lease governing any leasehold interests of a Loan Party and its Subsidiariesassets so long as such sale, (vii) customary provisions in joint venture agreements and lease, transfer or other similar agreements not prohibited disposition is otherwise permitted to be made under this Agreement, and (viii) restrictions in debt agreements solely on the assets of any Foreign Subsidiary with respect to Indebtedness incurred by such Foreign SubsidiarySection 10.5.

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary to, enter Enter into or suffer to exist or become effective any agreement or other arrangement that prohibits prohibits, restricts or limits imposes any condition upon the ability of any Loan Party the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesCollateral (other than Securities in Securitization Entities), whether now owned or hereafter acquired, to secure the Secured Obligations, other than except for any restrictions that: (ia) exist under this Agreement and the other Loan Documents; (b) exist on the date hereof and (to the extent not otherwise permitted by this Section 6.10) are listed on Schedule 6.10 hereto; (c) are binding on a Subsidiary or its Assets at the time such Subsidiary or its Assets first becomes a Subsidiary or owned by a Subsidiary, as applicable, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Subsidiary; (iid) pursuant are customary restrictions and conditions contained in any agreement relating to an agreement in connection with a sale of assets (including Capital Stock in Subsidiaries) any transaction permitted by Section 8.2.7 [Disposition 6.6 pending the consummation of Assets or Subsidiaries] such transaction; provided that such restrictions and any such prohibitions or limitations conditions apply only to the property that is the subject to such sale (and, in the case of a sale of the Capital Stock in a Subsidiary, the property of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant transaction and not to the reasonable business requirements proceeds to be received by the Borrower or any of its Subsidiaries in connection with such Loan Party transaction; (e) are customary restrictions in leases, subleases, licenses or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any asset sale agreements governing any Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against so long as such restrictions relate solely to the assets financed thereby), subject thereto; (vf) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (g) are customary provisions restricting assignment or transfer of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, (vii) customary provisions in joint venture agreements and other similar agreements not prohibited under this Agreement, ; and (viiih) restrictions are amendments, modifications, restatements, refinancings or renewals of the agreements, contracts or instruments referred to in debt agreements solely on the assets of any Foreign Subsidiary Section 6.10(b) through (g) above; provided that such amendments, modifications, restatements, refinancings or renewals, taken as a whole, are not materially more restrictive with respect to Indebtedness incurred by such Foreign Subsidiaryencumbrances and restrictions than those contained in such predecessor agreements, contracts or instruments.

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, other than (i) this Agreement and the other Loan Documents, (ii) pursuant to an agreement in connection with a sale of assets (including Capital Stock Equity Interests in Subsidiaries) permitted by Section 8.2.7 [Disposition of Assets or Subsidiaries] and any such prohibitions or limitations apply only to the property subject to such sale (and, in the case of a sale of all of the Capital Stock Equity Interests in a Subsidiary, the property of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any agreements governing any Purchase Money Security Interests (including Capital Leases) otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and rents and proceeds thereof, including insurance proceeds), (v) customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any DMEAST #35945034 v12 81 leasehold interests of a Loan Party and its Subsidiaries, and (vii) customary provisions in joint venture agreements restrictions on cash and other similar agreements not prohibited deposits imposed by customers under this Agreement, and (viii) restrictions contracts entered into in debt agreements solely on the assets ordinary course of any Foreign Subsidiary with respect to Indebtedness incurred by such Foreign Subsidiarybusiness.

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary toSubsidiary, to enter into into, or suffer permit to exist exist, any contractual obligation (other than this Agreement or become effective any agreement other Loan Document) that prohibits or limits restricts the ability of any such Person to (i) make dividends or distribution to any Loan Party Party, (ii) pay any Indebtedness or other obligation owed to any of its Subsidiaries Loan Party, (iii) make loans or advances to createany Loan Party, incur, assume or suffer to exist (iv) create any Lien upon any of its property their properties or revenuesassets, whether now owned or hereafter acquired; provided that the foregoing shall not apply to agreements, to secure the Secured Obligationscontracts, other than instruments or obligations that: (a) (i) exist on the Closing Date and (to the extent not otherwise permitted by this Agreement Section 8.2.19) are listed on Schedule 8.2.19 and the other Loan Documents, (ii) to the extent agreements permitted by subclause (i) are set forth in an agreement evidencing Indebtedness or other obligations, are set forth in any agreement evidencing any Permitted Refinancing Indebtedness of such Indebtedness or obligation so long as such Permitted Refinancing Indebtedness does not expand the scope of such contractual obligation; (b) with respect to a Subsidiary, are imposed pursuant to an agreement that has been entered into in connection with a sale Disposition of assets (including Capital Stock in Subsidiaries) permitted by Section 8.2.7 [Disposition under this Agreement of Assets all or Subsidiaries] and any such prohibitions or limitations apply only to the property subject to such sale (and, in the case of a sale substantially all of the Capital Stock in a Subsidiary, the property Equity Interests or assets of such Subsidiary), ; (iiic) arise pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any agreements governing any Purchase Money Security Interests purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (vd) are customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business, ; (vie) are customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, ; (viif) arise pursuant to agreements entered into with respect to any Disposition permitted by Section 8.2.7 [Dispositions of Assets or Subsidiaries] and applicable solely to assets under such Disposition; (g) are customary provisions in joint venture agreements and other similar agreements permitted by Section 8.2.4 [Loans and Investments] and applicable to the Equity Interests of the Joint Ventures owned by the Parent or any Subsidiary; (h) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 8.2.1 [Indebtedness], but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness; (i) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business in respect of Excluded Assets; (j) restrict the use of cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (k) are imposed by requirements of Law; (l) are customary net worth provisions contained in real property leases entered into by any Subsidiary, so long as the Parent has determined in good faith that such net worth provisions would not prohibited under this Agreementreasonably be expected to impair the ability of the Parent and the Subsidiaries to perform the Obligations; 1. 1097380671\10\AMERICAS (m) are customary restrictions and conditions contained in the document relating to any Lien, so long as (i) such Lien is a Permitted Lien that does not secure Indebtedness for borrowed money and such restrictions or conditions relate only to the specific asset subject to such Lien and (viiiii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 8.2.19; (n) are restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 8.2.1 [Indebtedness] or Permitted Refinancing Indebtedness in debt agreements solely on respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in the Loan Documents as determined by the Parent in good faith and do not restrict the grant of Liens to secure the Obligations; (o) are encumbrances or restrictions contained in an agreement or other instrument of a Person acquired by or merged or consolidated with or into the Parent or any Subsidiary or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Foreign Subsidiary Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; and (p) are encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (o) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of Parent’s Board of Directors, are no more restrictive in any material respect with respect to Indebtedness incurred by such Foreign Subsidiaryencumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary toSubsidiary, to enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any such Loan Party or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, other than (ia) this Agreement and the other Loan Documents, Documents (iib) with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a sale disposition of assets (including Capital Stock in Subsidiaries) permitted by Section 8.2.7 [Disposition under this Agreement of Assets all or Subsidiaries] and any such prohibitions or limitations apply only to the property subject to such sale (and, in the case of a sale substantially all of the Capital Stock in a Subsidiary, the property equity interests or assets of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (ivc) any agreements governing any Purchase Money Security Interests or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vd) customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business, (vie) customary provisions restricting granting Liens on, or subletting, sublicensing or assignment of of, any intellectual property license (or any inventory subject thereto) or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, (viif) customary provisions restricting the transfer of, or the grant of Liens on, any equity interest held in joint venture a Joint Venture or any Subsidiary that is not wholly-owned, directly or indirectly, by the Lead Borrower, (g) any agreement of any Subsidiary acquired in connection with the Camuto Transactions or any Permitted Acquisition so long as agreements are not entered into in connection with, or in contemplation or anticipation of, the Camuto Transactions or any such Permitted Acquisition and (h) the Factoring Agreements (in the case of this clause (h), so long as any such prohibition or limitation shall only apply against accounts receivable and other similar agreements not prohibited under this Agreementproperty customarily subject to such prohibitions or limitations in connection with the financing or securitization of accounts receivable).” (Q) The following new Section 9.1.12 is hereby added thereto, and (viii) restrictions in debt agreements solely on the assets of any Foreign Subsidiary with respect to Indebtedness incurred by such Foreign Subsidiary.immediately following Section 9.1.11:

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, other than (i) this Agreement and the other Loan Documents, (ii) pursuant to an agreement in connection with a sale of assets (including Capital Stock Equity Interests in Subsidiaries) permitted by Section 8.2.7 [Disposition of Assets or Subsidiaries] and any such prohibitions or limitations apply only to the property subject to such sale (and, in the case of a sale of all of the Capital Stock Equity Interests in a Subsidiary, the property of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any agreements governing any Purchase Money Security Interests (including Capital Leases) otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and rents and proceeds thereof, including insurance proceeds), (v) customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, and (vii) customary provisions in joint venture agreements restrictions on cash and other similar agreements not prohibited deposits imposed by customers under this Agreement, and (viii) restrictions contracts entered into in debt agreements solely on the assets ordinary course of any Foreign Subsidiary with respect to Indebtedness incurred by such Foreign Subsidiarybusiness.

Limitation on Negative Pledges. Each of the Loan Credit Parties shall not, and shall not permit any Subsidiary toSubsidiary, to enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan such Credit Party or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, other than (ia) this Agreement and the other Loan Other Documents, (iib) with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a sale disposition of assets (including Capital Stock in Subsidiaries) permitted by Section 8.2.7 [Disposition under this Agreement of Assets all or Subsidiaries] and any such prohibitions or limitations apply only to the property subject to such sale (and, in the case of a sale substantially all of the Capital Stock in a Subsidiary, the property equity interests or assets of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (ivc) any agreements governing any Capital Lease Obligations, Synthetic Lease Obligations or other Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vd) any agreements governing any Indebtedness permitted under this Agreement and existing on the Closing Date, as such agreements provide on the Closing Date, (e) customary provisions restricting assignment of any licensing agreement (in which a Loan Credit Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Credit Party or its Subsidiaries in the ordinary course Ordinary Course of businessBusiness, (vif) customary provisions restricting subletting, sublicensing or assignment of any intellectual property Intellectual Property license or any lease governing any leasehold interests of a Loan Credit Party and its Subsidiaries, (vii) customary provisions in joint venture agreements and other similar agreements not prohibited under this Agreement, Subsidiaries and (viiig) restrictions Permitted Non- ABL Indebtedness Documents in debt agreements solely on accordance with the assets of any Foreign Subsidiary with respect to Indebtedness incurred by such Foreign SubsidiaryPermitted Intercreditor Agreement.

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary to, enter Enter into or suffer to exist or become effective any agreement or other arrangement that prohibits prohibits, restricts or limits imposes any condition upon the ability of any Loan Party the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesCollateral (other than Securities in Securitization Entities), whether now owned or hereafter acquired, to secure the Secured Obligations, other than except for any restrictions that: (ia) exist under this Agreement and the other Loan Documents; (b) exist on the date hereof and (to the extent not otherwise permitted by this Section 6.10) are listed on Schedule 6.10 hereto; (c) are binding on a Subsidiary or its Assets at the time such Subsidiary or its Assets first becomes a Subsidiary or owned by a Subsidiary, as applicable, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Subsidiary; (iid) pursuant are customary restrictions and conditions contained in any agreement relating to an agreement in connection with a sale of assets (including Capital Stock in Subsidiaries) any transaction permitted by Section 8.2.7 [Disposition 6.6 pending the consummation of Assets or Subsidiaries] such transaction; provided that such restrictions and any such prohibitions or limitations conditions apply only to the property that is the subject to such sale (and, in the case of a sale of the Capital Stock in a Subsidiary, the property of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant transaction and not to the reasonable business requirements proceeds to be received by the Borrower or any of its Subsidiaries in connection with such Loan Party transaction; (e) are customary restrictions in leases, subleases, licenses or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any asset sale agreements governing any Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against so long as such restrictions relate solely to the assets financed thereby), subject thereto; (vf) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (g) are customary provisions restricting assignment or transfer of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business; and (h) are amendments, modifications, restatements, refinancings or renewals of the agreements, contracts or instruments referred to in Sections 6.10(b) through (vig) customary provisions restricting sublettingabove; provided that such amendments, sublicensing modifications, restatements, refinancings or assignment of any intellectual property license or any lease governing any leasehold interests of renewals, taken as a Loan Party and its Subsidiarieswhole, (vii) customary provisions in joint venture agreements and other similar agreements are not prohibited under this Agreement, and (viii) restrictions in debt agreements solely on the assets of any Foreign Subsidiary materially more restrictive with respect to Indebtedness incurred by such Foreign Subsidiaryencumbrances and restrictions than those contained in such predecessor agreements, contracts or instruments.

Limitation on Negative Pledges. Each of the Loan Parties shall notNo Borrower will, and shall not nor will it permit any Subsidiary its Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party or any of its Subsidiaries to create, incurinto, assume or suffer become subject to exist any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its property properties or revenuesassets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation except (a) as set forth in this Credit Agreement, (b) agreements in existence and as in effect on the Amendment Effective Date (and any refundings, replacements of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to secure Whirlpool and its Subsidiaries), (c) agreements of a Person existing at the Secured Obligationstime such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (i) this Agreement and any refundings, replacements or refinancing of the other Loan Documentssame not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (iid) pursuant to an agreement in connection with a sale of assets (including Capital Stock in Subsidiaries) any Lien permitted by Section 8.2.7 [Disposition of Assets 7.10 or Subsidiaries] and any document or instrument governing any such prohibitions or limitations apply Lien, provided that any such restriction contained therein relates only to the property asset or assets subject to such sale Lien, (and, e) customary restrictions and conditions contained in any agreement relating to the case of a sale of any assets not prohibited hereunder pending the Capital Stock in a Subsidiary, the property consummation of such Subsidiary)sale, (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any agreements governing any Purchase Money Security Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vf) customary provisions restricting non-assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, (vii) customary provisions in joint venture agreements and other similar agreements not prohibited under this Agreement, contracts and (viiig) restrictions in debt agreements solely on the assets of any Foreign Subsidiary connection with respect to Indebtedness incurred by a Foreign Subsidiary that is otherwise permitted hereunder, encumbrances or restrictions that are required by applicable law or governmental regulation on the ability of such Foreign SubsidiarySubsidiary to pay dividends or make distributions.

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary toSubsidiary, to enter into or suffer to exist or become effective any agreement that (a) prohibits or limits the ability of any such Loan Party or any of its Subsidiaries to (i) other than with respect to any Foreign Subsidiary, act as a Loan Party; (ii) make dividends or distribution to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, other than than, in the case of clauses (iii) through (v), (A) this Agreement and the other Loan Documents, Documents (iiB) with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a sale disposition of assets (including Capital Stock in Subsidiaries) permitted by Section 8.2.7 [Disposition under this Agreement of Assets all or Subsidiaries] and any such prohibitions or limitations apply only to the property subject to such sale (and, in the case of a sale substantially all of the Capital Stock in a Subsidiary, the property equity interests or assets of such Subsidiary), (iii) pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (ivC) any agreements governing any Purchase Money Security Interests purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vD) customary non-assignment provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract contracts, leases or licensing agreements entered into by a Loan Party Borrower or any of its Subsidiaries Subsidiaries, in each case entered into in the ordinary course of business, (viE) applicable law, (F) provisions with respect to dividends and the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, (G) any restrictions under any Indebtedness permitted by Section 8.2.1 [Indebtedness] if such restrictions are no more restrictive than those contained under this Agreement and (H) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries. In addition to the foregoing, (vii) customary provisions in joint venture agreements and no event shall any Loan Party enter into an agreement with any other similar agreements not prohibited under this AgreementPerson to restrict the ability of the Borrower or such Loan Party, to encumber, pledge, mortgage, grant a security interest in, assign, sell, lease, or otherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation, dissolution or otherwise, any of the Collateral; and (viiib) restrictions in debt agreements solely on requires the assets grant of any Foreign Subsidiary with respect to Indebtedness incurred by Lien on property for any obligation if a Lien on such Foreign Subsidiaryproperty is given as security for the Obligations.

Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary toSubsidiary, to enter into into, or suffer permit to exist exist, any contractual obligation (other than this Agreement or become effective any agreement other Loan Document) that prohibits or limits restricts the ability of any such Person to (i) make dividends or distribution to any Loan Party Party, (ii) pay any Indebtedness or other obligation owed to any of its Subsidiaries Loan Party, (iii) make loans or advances to createany Loan Party, incur, assume or suffer to exist (iv) create any Lien upon any of its property their properties or revenuesassets, whether now owned or hereafter acquired; provided that the foregoing shall not apply to agreements, to secure the Secured Obligationscontracts, other than instruments or obligations that: (a) (i) exist on the Closing Date and (to the extent not otherwise permitted by this Agreement Section 8.2.19) are listed on Schedule 8.2.19 and the other Loan Documents, (ii) to the extent agreements permitted by subclause (i) are set forth in an agreement evidencing Indebtedness or other obligations, are set forth in any agreement evidencing any Permitted Refinancing Indebtedness of such Indebtedness or obligation so long as such Permitted Refinancing Indebtedness does not expand the scope of such contractual obligation; (b) with respect to a Subsidiary, are imposed pursuant to an agreement that has been entered into in connection with a sale Disposition of assets (including Capital Stock in Subsidiaries) permitted by Section 8.2.7 [Disposition under this Agreement of Assets all or Subsidiaries] and any such prohibitions or limitations apply only to the property subject to such sale (and, in the case of a sale substantially all of the Capital Stock in a Subsidiary, the property Equity Interests or assets of such Subsidiary), ; (iiic) arise pursuant to a contract, license or lease entered into pursuant to the reasonable business requirements of such Loan Party or Subsidiary which includes customary provisions prohibiting or restricting assignment or the granting of Liens on the rights contained therein, (iv) any agreements governing any Purchase Money Security Interests purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (vd) are customary provisions restricting assignment of any licensing agreement (in which a Loan Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course of business, ; (vie) are customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any lease governing any leasehold interests of a Loan Party and its Subsidiaries, ; (viif) arise pursuant to agreements entered into with respect to any Disposition permitted by Section 8.2.7 [Dispositions of Assets or Subsidiaries] and applicable solely to assets under such Disposition; (g) are customary provisions in joint venture agreements and other similar agreements permitted by Section 8.2.4 [Loans and Investments] and applicable to the Equity Interests of the Joint Ventures owned by the Parent or any Subsidiary; (h) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 8.2.1 [Indebtedness], but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness; (i) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business in respect of Excluded Assets; (j) restrict the use of cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (k) are imposed by requirements of Law; (l) are customary net worth provisions contained in real property leases entered into by any Subsidiary, so long as the Parent has determined in good faith that such net worth provisions would not prohibited under this Agreementreasonably be expected to impair the ability of the Parent and the Subsidiaries to perform the Obligations; (m) are customary restrictions and conditions contained in the document relating to any Lien, so long as (i) such Lien is a Permitted Lien that does not secure Indebtedness for borrowed money and such restrictions or conditions relate only to the specific asset subject to such Lien and (viiiii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 8.2.19; (n) are restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 8.2.1 [Indebtedness] or Permitted Refinancing Indebtedness in debt agreements solely on respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in the Loan Documents as determined by the Parent in good faith and do not restrict the grant of Liens to secure the Obligations; (o) are encumbrances or restrictions contained in an agreement or other instrument of a Person acquired by or merged or consolidated with or into the Parent or any Subsidiary or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Foreign Subsidiary Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated; and (p) are encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (o) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of Parent’s Board of Directors, are no more restrictive in any material respect with respect to Indebtedness incurred by such Foreign Subsidiaryencumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.