Common use of Limitations on Negative Pledges Clause in Contracts

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, except the following: (i) this Agreement, the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely to the property subject to such Disposition, (iv) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions restricting assignment or transfer contained in any permit or license, issued by a Government Authority.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: : (ia) this Agreement, Agreement and the other Other Documents; (b) the Revolving Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, ; (iic) restrictions or conditions imposed by any agreement relating to secured entered into in connection with Permitted Subordinated Debt; (d) negative pledges and restrictions on Liens in favor of any holder of Capital Financing Indebtedness permitted by Section 7.02(b) of this Agreement or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, clause (iii) arise pursuant of Section 7.8 but solely to applicable Requirements of Law, the extent such negative pledge or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable restriction extends solely to the property subject financed by such Indebtedness, accessions thereto and the proceeds and the products thereof; (e) any customary restrictions and conditions contained in agreements relating to the sale or other disposition of assets or of a Subsidiary pending such Dispositionsale or other disposition, provided, that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder; (ivf) customary restrictions provisions restricting assignments, subletting or other transfers contained in leases, subleaseslicenses, licenses or asset sale joint venture agreements otherwise permitted hereby and other agreements entered into in the Ordinary Course of Business; and (g) restrictions that exist in any agreement in effect at the time a Subsidiary becomes a Subsidiary of a Loan Party, so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions restricting assignment or transfer contained agreement was not entered into in any permit or license, issued by contemplation of such person becoming a Government AuthoritySubsidiary.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Agreement and the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions regarding confidentiality or restricting assignment assignment, pledges or transfer contained of any agreement entered into in the ordinary course of business, (vi) customary restrictions with respect to (A) the Equity Interests of a joint venture and (B) the operation of a joint venture, in each case of this clause (vi), set forth in an agreement governing a joint venture to which such Loan Party or any permit of its Subsidiaries is a party and (vii) restrictions set forth in the Subordinated Indebtedness Documents in respect of the Board Debt, as in effect on the date hereof or license, issued as otherwise amended after the date hereof as permitted by a Government Authoritythe applicable Subordination Agreement.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Agreement and the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section ‎Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary provisions in leases restricting the assignment or sublet thereof, (v) customary restrictions on cash or other deposits (including escrowed funds) imposed under contracts entered into in leases, subleases, licenses or asset sale agreements otherwise permitted hereby the ordinary course of business; (vi) customary restrictions imposed by the terms of a Permitted Lien so long as such restrictions relate only relate to the assets specific asset subject theretoto such Permitted Lien and are not created for the purpose of avoiding the restrictions imposed by this Section 7.02(l), and (vvii) customary provisions restricting assignment or transfer contained in any permit or license, issued by a Government Authorityjoint venture agreements and other similar agreements applicable to joint ventures.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that validly prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders Collateral Agent upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Agreement and the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness(ii) [reserved], (iiiii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans property or assets securing such Indebtedness, (iv) any customary restrictions and conditions contained in agreements relating to the Obligations under the Loan Documents on sale or other disposition of assets or of a senior basis without the requirement Subsidiary pending such sale or other disposition; provided that such holders restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such Indebtedness be secured by such Liens on an equal and ratable basissale or disposition is permitted hereunder, (iiiv) arise pursuant to applicable Requirements of Lawcustomary provisions in contracts restricting the assignment or sublet thereof, or arise (vi) customary restrictions in connection with joint venture and similar agreements, (vii) restrictions imposed in any Disposition permitted by Section 7.02(c) and is applicable solely contract, provided that such restrictions apply only to the property subject to such Dispositioncontract, (ivviii) customary net worth provisions or similar financial maintenance provisions contained in contracts entered into in the ordinary course of business, (ix) customary restrictions contained in leasespurchase agreements and acquisition agreements (including by way of merger, subleasesacquisition or consolidation), licenses or asset sale agreements otherwise permitted hereby to the extent in effect pending the consummation of such transaction to the extent such restrictions relate to the Equity Interests and assets subject thereto, (x) prohibitions and limitations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions prohibitions and limitations were not created in contemplation of such Person becoming a Subsidiary and apply only relate to the assets subject thereto, such Subsidiary and (vxi) customary provisions restricting assignment applicable law rule, regulation or transfer contained in any permit or license, issued by a Government Authorityorder.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenuesrevenues in favor of the Secured Parties to secure the Obligations under the Loan Documents, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Agreement and the other Loan Documents, and Documents or in the definitive documentation for any other agreement or document evidencing Subordinated IndebtednessRefinancing Facility, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions provisions in leasesleases restricting the assignment or sublet thereof, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions restricting restrictions in contracts that prohibit the assignment or transfer contained of such contracts and (vi) customary restrictions set forth in the Governing Documents of any permit or license, issued by Subsidiary that is not a Government Authoritywholly-owned Subsidiary.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, except the following: (i) this Agreement, the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, ; (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Term Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, ; (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely to the property subject to such Disposition, ; (iv) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, ; (v) Liens approved in writing by the Required Lenders that are incurred or assumed in connection with a Permitted Acquisition; and (vvi) customary provisions restricting assignment or transfer contained in any permit or license, issued by a Government Governmental Authority.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: : (ia) this Agreement, Agreement and the other Other Documents; (b) the Term Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, ; (iic) restrictions or conditions imposed by any agreement relating to secured entered into in connection with Permitted Subordinated Debt; (d) negative pledges and restrictions on Liens in favor of any holder of Capital Financing Indebtedness permitted by Section 7.02(b) of this Agreement or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, clause (iii) arise pursuant of Section 7.8, but solely to applicable Requirements of Law, the extent such negative pledge or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable restriction extends solely to the property subject financed by such Indebtedness, accessions thereto and the proceeds and the products thereof; (e) any customary restrictions and conditions contained in agreements relating to the sale or other disposition of assets or of a Subsidiary pending such Dispositionsale or other disposition, provided, that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder; (ivf) customary restrictions provisions restricting assignments, subletting or other transfers contained in leases, subleaseslicenses, licenses or asset sale joint venture agreements otherwise permitted hereby and other agreements entered into in the Ordinary Course of Business; and (g) restrictions that exist in any agreement in effect at the time a Subsidiary becomes a Subsidiary of a Loan Party, so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions restricting assignment or transfer contained agreement was not entered into in any permit or license, issued by contemplation of such person becoming a Government AuthoritySubsidiary.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (ia) this Agreement, Agreement and the other Loan Documents, (b) the DIP ABL Credit Agreement and the other DIP ABL Loan Documents, (c) the Prepetition Term Loan Agreement and the other Prepetition Term Loan Documents, (d) the Prepetition ABL Credit Agreement and the other Prepetition ABL Loan Documents, (e) the Senior Note Indenture and any other agreement or document evidencing Subordinated Indebtednessrelated security documents, (iif) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) 6.1 of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely conditions apply only to the property subject to or assets securing such DispositionIndebtedness, (ivg) any customary restrictions and conditions contained in leases, subleases, licenses agreements relating to the sale or asset other disposition of assets or of a Subsidiary pending such sale agreements otherwise permitted hereby so long as or other disposition; provided that such restrictions and conditions apply only relate to the assets subject thereto, or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder and (vh) customary provisions in leases restricting the assignment or transfer contained sublet thereof. Notwithstanding the foregoing, the limitations set forth in this Section 6.19 shall not be any permit or license, issued by a Government Authoritymore restrictive than permitted pursuant to Sections 6.19 of the DIP ABL Credit Agreement.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Restricted Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of its Restricted Subsidiaries of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenuesrevenues in favor of the Secured Parties to secure the Obligations under the Loan Documents, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Agreement and the other Loan Documents, and Documents or in the definitive documentation for any other agreement or document evidencing Subordinated IndebtednessRefinancing Facility, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Restricted Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Restricted Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions provisions in leasesleases restricting the assignment or sublet thereof, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions restricting restrictions in contracts that prohibit the assignment of such contracts, (vi) customary restrictions set forth in the Governing Documents of any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary and (vii) the Senior Secured Notes Indenture or transfer contained in any permit or license, issued by a Government Authoritythe Notes Indenture.

Limitations on Negative Pledges. Enter intoNot, incur or permit to exist, or and not permit any Subsidiary to to, enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (ia) this Agreement, Agreement and the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, (iib) restrictions or conditions imposed by any agreement relating to secured Indebtedness Debt permitted by Section 7.02(b) of this Agreement 7.1 if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely conditions apply only to the property subject to or assets securing such DispositionDebt, (ivc) any customary restrictions and conditions contained in agreements relating to the sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder, and (d) customary restrictions provisions restricting the assignment, sublet or other transfer (including the granting of any Lien) contained in leases, subleases, licenses or asset sale licenses, sublicenses and other agreements otherwise permitted hereby so long as entered into in the ordinary course of business and existing on the Closing Date (provided that such restrictions only relate are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject theretoto such leases, and (v) customary provisions restricting assignment subleases, licenses, sublicenses or transfer contained in any permit or licenseother agreements, issued by a Government Authorityas the case may be).

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, the other Loan Documents, the ABL Agreement and any the other agreement or document evidencing Subordinated IndebtednessABL Facility Documentation, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, thereto and (v) customary provisions restricting assignment or transfer contained of any agreement entered into in any permit or license, issued by a Government Authoritythe ordinary course of business.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, except the following: (i) this Agreement, the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, ; (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Term Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, ; (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely to the property subject to such Disposition, ; (iv) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, ; (v) Liens approved in writing by the Required Lenders that are incurred or assumed in connection with a Permitted Acquisition or Holdings Permitted Acquisition; and (vvi) customary provisions restricting assignment or transfer contained in any permit or license, issued by a Government Governmental Authority; provided that and notwithstanding the foregoing under no circumstances shall Holdings or any other Loan Party or any Subsidiary of Holdings pledge any Equity Interest of the Borrower or any other Loan Party to any Person other than the Collateral Agent.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Agreement and the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness(ii) the Parent Note, (iiiii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely conditions apply only to the property subject to or assets securing such DispositionIndebtedness, (iv) any customary restrictions and conditions contained in agreements relating to the sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Equity Interests of such Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder, (v) customary provisions in leases, subleases, licenses licenses, sublicenses, licensing agreements and other contracts entered into in the ordinary course of business restricting the assignment or asset sale agreements otherwise permitted hereby so long as such sublet thereof, (vi) restrictions only relate in the Governing Documents of any joint venture to the assets subject theretoextent that the Investment in the same is a Permitted Investment, and (vvii) customary provisions restricting assignment restrictions arising under or transfer contained in as a result of applicable law, rule, regulation or order or the terms of any permit or license, authorization, concession or permit issued by a Government any Governmental Authority.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon 118 the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, the other Loan Documents, the Term Loan Agreement and any the other agreement or document evidencing Subordinated IndebtednessTerm Facility Documents, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, thereto and (v) customary provisions restricting assignment or transfer contained of any agreement entered into in any permit or license, issued by a Government Authoritythe ordinary course of business.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenuesrevenues in favor of the Collateral Agent, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the followingfor such prohibitions and restrictions existing under or by reason of: (i) this Agreement, Agreement and the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such prohibitions, restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such prohibitions, restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions provisions in leasesleases or subleases restricting the assignment or sublet thereof, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) leases or subleases, or licenses or sublicenses of Intellectual Property, entered into in the ordinary course of business; (vi) customary net worth and similar financial maintenance provisions restricting assignment or transfer contained in real property leases or subleases; (vii) encumbrances or restrictions on cash or other deposits or net worth required to be maintained by customers in the ordinary course of business, (viii) an agreement in existence at the time the applicable Loan Party or Subsidiary party to such agreement is acquired pursuant to a Permitted Acquisition (or similar Investment permitted hereunder); provided that such agreement was not entered into in contemplation of such Permitted Acquisition or Investment, (ix) any permit document or licenseinstrument governing Liens permitted pursuant to clauses (d), issued by a Government Authority(f) and (n) of the definition of Permitted Liens and (x) applicable law.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Agreement and the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions provisions in leasesleases restricting the assignment or sublet thereof, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) as otherwise required under any Requirement of Law, (vi) customary provisions restricting restrictions on the assignment of any contract entered into by any Credit Party of any of its Subsidiaries in the ordinary course of business and (vii) restrictions on cash or transfer contained other deposits permitted under Section 7.01(a) and/or 7.01(b) imposed by customers under contracts entered into in any permit or license, issued by a Government Authoritythe ordinary course of business.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Notes Party or any Subsidiary of any Loan Notes Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenuesrevenues in favor of the Holders to secure the Notes Obligations under this Indenture and the Security Documents, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Indenture and the other Loan Security Documents, and any other agreement or document evidencing Subordinated Indebtedness, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b4.12(b) of this Agreement Indenture if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions provisions in leasesleases restricting the assignment or sublet thereof, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions restricting restrictions in contracts that prohibit the assignment or transfer contained of such contracts and (vi) customary restrictions set forth in the Governing Documents of any permit or license, issued by Subsidiary that is not a Government Authoritywholly-owned Subsidiary.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this AgreementAgreement and the other Loan Documents and any other document entered into in connection with any other Permitted Indebtedness, so long as the prohibitions, restrictions and conditions that are set forth in such documents are not more restrictive than this Agreement and the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions provisions in leasesleases restricting the assignment or sublet thereof and (v) provisions of any software and other Intellectual Property licenses pursuant to which any Loan Party or any Subsidiary of any Loan Party is the licensee or licensor of the relevant software or Intellectual Property, subleasesas the case may be, licenses or asset sale agreements otherwise permitted hereby so long as provided that such restrictions provisions apply only relate to the assets subject thereto, and (v) customary provisions restricting assignment or transfer contained in any permit or to the applicable license, issued by a Government Authority.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Restricted Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of its Restricted Subsidiaries of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenuesrevenues in favor of the Secured Parties to secure the Obligations under the Loan Documents, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Agreement and the other Loan Documents, and Documents or in the definitive documentation for any other agreement or document evidencing Subordinated IndebtednessRefinancing Facility, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Restricted Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Restricted Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions provisions in leasesleases restricting the assignment or sublet thereof, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions restricting restrictions in contracts that prohibit the assignment of such contracts, (vi) customary restrictions set forth in the Governing Documents of any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary and (vii) the Senior Secured Notes Indenture, the Notes Indenture or transfer contained in any permit or license, issued by a Government Authoritythe New Convertible Notes Indenture.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, except the following: (i) this Agreement, the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, ; (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the ​ Term Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, ; (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely to the property subject to such Disposition, ; (iv) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, ; (v) Liens approved in writing by the Required Lenders that are incurred or assumed in connection with a Permitted Acquisition; and (vvi) customary provisions restricting assignment or transfer contained in any permit or license, issued by a Government Governmental Authority.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (ia) this Agreement, Agreement and the other Loan Documents, (b) the ABL Credit Agreement and the other ABL Loan Documents, (c) the Senior Note Indenture and any other agreement or document evidencing Subordinated Indebtednessrelated security documents, (iid) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) 6.1 of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely conditions apply only to the property subject to or assets securing such DispositionIndebtedness, (ive) any customary restrictions and conditions contained in leases, subleases, licenses agreements relating to the sale or asset other disposition of assets or of a Subsidiary pending such sale agreements otherwise permitted hereby so long as or other disposition; provided that such restrictions and conditions apply only relate to the assets subject thereto, or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder and (vf) customary provisions in leases restricting the assignment or transfer contained sublet thereof. Notwithstanding the foregoing, the limitations set forth in this Section 6.19 shall not be any permit or license, issued by a Government Authoritymore restrictive than permitted pursuant to Sections 3.4 and 3.6 of the Senior Note Indenture to the extent in effect.

Limitations on Negative Pledges. Enter The Loan Parties will not, and will not permit any of their Subsidiaries to enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (ia) this Agreement, Agreement and the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, (iib) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) 6.1 of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely conditions apply only to the property subject to or assets securing such DispositionIndebtedness, (ivc) any customary restrictions and conditions contained in leases, subleases, licenses agreements relating to the sale or asset other disposition of assets or of a Subsidiary pending such sale agreements otherwise permitted hereby so long as or other disposition; provided that such restrictions and conditions apply only relate to the assets subject theretoor Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder, and (vd) customary provisions in leases restricting the assignment or transfer contained in any permit or license, issued by a Government Authoritysublet thereof.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (ia) this Agreement, Agreement and the other Loan Documents, (b) the Prepetition Term Loan Agreement and the other Prepetition Term Loan Documents, (c) the DIP Term Loan Agreement and the other DIP Term Loan Documents, (d) the Prepetition Senior Loan Agreement and the other Prepetition Senior Loan Documents , (e) the Senior Note Indenture and any other agreement or document evidencing Subordinated Indebtednessrelated security documents, (iif) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) 6.1 of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely conditions apply only to the property subject to or assets securing such DispositionIndebtedness, (ivg) any customary restrictions and conditions contained in leases, subleases, licenses agreements relating to the sale or asset other disposition of assets or of a Subsidiary pending such sale agreements otherwise permitted hereby so long as or other disposition; provided that such restrictions and conditions apply only relate to the assets subject thereto, or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder and (vh) customary provisions in leases restricting the assignment or transfer contained sublet thereof. Notwithstanding the foregoing, the limitations set forth in this Section 6.19 shall not be any permit or license, issued by a Government Authoritymore restrictive than permitted pursuant to Section 6.19 of the DIP Term Loan Agreement.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Restricted Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Notes Party or any Restricted Subsidiary of any Loan Notes Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenuesrevenues in favor of the Holders to secure the Notes Obligations under this Indenture and the Security Documents, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Indenture and the other Loan Security Documents, and any other agreement or document evidencing Subordinated Indebtedness, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b4.12(b) of this Agreement Indenture if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Restricted Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Restricted Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions provisions in leasesleases restricting the assignment or sublet thereof, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions restricting restrictions in contracts that prohibit the assignment or transfer contained of such contracts, (vi) customary restrictions set forth in the Governing Documents of any permit or license, issued by Restricted Subsidiary that is not a Government Authoritywholly-owned Restricted Subsidiary and (vii) restrictions set forth in the definitive documentation for the 2024 Term Loan and the Refinancing Facilities in respect thereof.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Borrower Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property Property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) the provisions of this Agreement, Agreement and the other Loan Documents, (ii) restrictions or conditions contained in contracts, leases and any other agreement or document evidencing Subordinated Indebtednessdocuments governing Financing Debt in existence as of the Closing Date, (iiiii) restrictions or conditions imposed by any agreement relating to Debt secured Indebtedness by a Lien solely to the extent permitted by Section 7.02(b) of under this Agreement or that expressly permits Liens for the benefit of the Lenders and the Agents with respect any Loan Document, if such restrictions or conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that Property securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely to the property subject to such DispositionDebt, (iv) any customary restrictions and conditions contained in leases, subleases, licenses agreements relating to the sale or asset other disposition of Property or of a Subsidiary pending such sale agreements otherwise permitted hereby so long as or other disposition; provided that such restrictions and conditions apply only relate to the assets Property or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder, (v) restrictions under documents evidencing or governing (A) the Pelorus Facility and (B) subject theretoto compliance with Section 8.19, Permitted Pelorus Refinancing Debt, and (vvi) customary provisions in leases restricting the assignment or transfer contained in any permit or license, issued by a Government Authoritysublet thereof.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Agreement and the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions regarding confidentiality or restricting assignment assignment, pledges or transfer contained of any agreement entered into in the ordinary course of business, and (vi) customary restrictions with respect to (A) the Equity Interests of a joint venture and (B) the operation of a joint venture, in each case of this clause (vi), set forth in an agreement governing a joint venture to which such Loan Party or any permit or license, issued by of its Subsidiaries is a Government Authorityparty.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: : (i) this Agreement, Agreement and the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, , (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, Indebtedness, (iii) arise pursuant any customary restrictions and conditions contained in agreements relating to applicable Requirements the sale or other disposition of Lawassets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder, (iv) customary provisions in leases restricting the assignment or sublet thereof, (v) customary provisions in contracts restricting the assignment or sublet thereof, (vi) customary restrictions in joint venture and similar agreements, (vii) restrictions imposed in any contract, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely provided that such restrictions apply only to the property subject to such Disposition, contract and not created in contemplation hereof, (ivviii) customary net worth provisions or similar financial maintenance provisions contained in contracts entered into in the ordinary course of business, (ix) customary restrictions contained in leasespurchase agreements and acquisition agreements (including by way of merger, subleasesacquisition or consolidation), licenses or asset sale agreements otherwise permitted hereby to the extent in effect pending the consummation of such transaction to the extent such restrictions relate to the Equity Interests and assets subject thereto, (x) prohibitions and limitations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions prohibitions and limitations were not created in contemplation of such Person becoming a Subsidiary and apply only relate to the assets subject theretosuch Subsidiary and (xi) applicable law rule, and (v) customary provisions restricting assignment regulation or transfer contained in any permit or license, issued by a Government Authorityorder.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Restricted Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of its Restricted Subsidiaries of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenuesrevenues in favor of the Secured Parties to secure the Obligations under the Loan Documents, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Agreement and the other Loan Documents, and Documents or in the definitive documentation for any other agreement or document evidencing Subordinated IndebtednessRefinancing Facility, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Restricted Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Restricted Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions provisions in leasesleases restricting the assignment or sublet thereof, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions restricting restrictions in contracts that prohibit the assignment or transfer contained of such contracts, (vi) customary restrictions set forth in the Governing Documents of any permit or license, issued by Restricted Subsidiary that is not a Government Authoritywholly-owned Restricted Subsidiary and (vii) the Notes Indenture.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (ia) this Agreement, Agreement and the other Loan Documents, (b) the Term Loan Agreement and the other Term Loan Documents, (c) the Senior Note Indenture and any other agreement or document evidencing Subordinated Indebtednessrelated security documents, (iid) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) 6.1 of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely conditions apply only to the property subject to or assets securing such DispositionIndebtedness, (ive) any customary restrictions and conditions contained in leases, subleases, licenses agreements relating to the sale or asset other disposition of assets or of a Subsidiary pending such sale agreements otherwise permitted hereby so long as or other disposition; provided that such restrictions and conditions apply only relate to the assets subject thereto, or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder and (vf) customary provisions in leases restricting the assignment or transfer contained sublet thereof. Notwithstanding the foregoing, the limitations set forth in this Section 6.19 shall not be any permit or license, issued by a Government Authoritymore restrictive than permitted pursuant to Section 6.19 of the Term Loan Agreement and Sections 3.4 and 3.6 of the Senior Note Indenture to the extent then in effect.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, exist directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Agreement and the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b‎Section 6.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions regarding confidentiality or restricting assignment assignment, pledges or transfer contained of any agreement entered into in any permit or license, issued by a Government Authoritythe ordinary course of business.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, exist directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement, Agreement and the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b6.02(b) of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect conditions apply only to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that property or assets securing such holders of such Indebtedness be secured by such Liens on an equal and ratable basisIndebtedness, (iii) arise pursuant to applicable Requirements of Law, or arise any customary restrictions and conditions contained in connection with any Disposition permitted by Section 7.02(c) and is applicable solely agreements relating to the property subject sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such Dispositionsale or disposition is permitted hereunder, (iv) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions regarding confidentiality or restricting assignment assignment, pledges or transfer contained of any agreement entered into in any permit or license, issued by a Government Authoritythe ordinary course of business.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (ia) this Agreement, Agreement and the other Loan Documents, (b) the ABL Credit Agreement and any the other agreement or document evidencing Subordinated IndebtednessABL Loan Documents, (iic) the Senior Note Indenture, (d) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) 6.1 of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely conditions apply only to the property subject to or assets securing such DispositionIndebtedness, (ive) any customary restrictions and conditions contained in leases, subleases, licenses agreements relating to the sale or asset other disposition of assets or of a Subsidiary pending such sale agreements otherwise permitted hereby so long as or other disposition; provided that such restrictions and conditions apply only relate to the assets subject thereto, or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder and (vf) customary provisions in leases restricting the assignment or transfer contained sublet thereof. Notwithstanding the foregoing, the limitations set forth in this Section 6.19 shall not be any permit or license, issued by a Government Authoritymore restrictive than permitted pursuant to Sections 3.4 and 3.6 of the Senior Note Indenture to the extent in effect.

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, except the following: (i) this Agreement, the other Loan Documents, and any other agreement or document evidencing Subordinated Indebtedness, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely to the property subject to such Disposition, (iv) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, and (v) customary provisions restricting assignment or transfer contained in any permit or license, issued by a Government Authority.,

Limitations on Negative Pledges. Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien (other than Permitted Liens) in favor of the Agents or the Lenders upon any of its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (ia) this Agreement, Agreement and the other Loan Documents, (b) the Prepetition Term Loan Agreement and the other Prepetition Term Loan Documents, (c) the DIP Term Loan Agreement and the other DIP Term Loan Documents, (d) the Prepetition Senior Loan Agreement and the other Prepetition Senior Loan Documents, (e) the Senior Note Indenture and any other agreement or document evidencing Subordinated Indebtednessrelated security documents, (iif) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) 6.1 of this Agreement if such restrictions or that expressly permits Liens for the benefit of the Lenders and the Agents with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis, (iii) arise pursuant to applicable Requirements of Law, or arise in connection with any Disposition permitted by Section 7.02(c) and is applicable solely conditions apply only to the property subject to or assets securing such DispositionIndebtedness, (ivg) any customary restrictions and conditions contained in leases, subleases, licenses agreements relating to the sale or asset other disposition of assets or of a Subsidiary pending such sale agreements otherwise permitted hereby so long as or other disposition; provided that such restrictions and conditions apply only relate to the assets subject thereto, or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder and (vh) customary provisions in leases restricting the assignment or transfer contained sublet thereof. Notwithstanding the foregoing, the limitations set forth in this Section 6.19 shall not be any permit or license, issued by a Government Authoritymore restrictive than permitted pursuant to Section 6.19 of the DIP Term Loan Agreement.