Common use of Negative Pledges; Restrictive Agreements Clause in Contracts

Negative Pledges; Restrictive Agreements. No Loan Party shall directly or indirectly enter into or assume or become bound by, or permit any Subsidiary to enter into or assume or become bound by, any agreement (other than this Agreement and the other Loan Documents), or any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational formation or governing document prohibiting (a) the creation or assumption of any Lien or encumbrance upon any such Loan Party’s or Subsidiary’s properties, whether now owned or hereafter created or acquired, (b) prohibiting or restricting the payment of dividends or distributions to the Borrower or to make or repay Loans to the Borrower or to Guaranty Indebtedness of the Borrower or (c) otherwise prohibiting or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties of its obligations under the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) with respect to clause (a) only, restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted by this Agreement but only to the extent such restriction or condition is limited to the specific assets (other than any assets constituting Collateral) subject to a Permitted Lien, (iii) customary provisions in leases, licenses or other agreements restricting assignment thereof, (iv) customary restrictions and conditions contained in agreements relating to the sale of any property pending such sale, provided such restrictions and conditions apply only to such property that is to be sold and such sale is permitted hereunder, (v) with respect to clause (a) only, with respect to software and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (in which case, any such prohibition or limitation shall relate only to the assets subject to the applicable licenses), (vi) with respect to clauses (a) and (b), agreements relating to Indebtedness permitted hereunder provided such restrictions are no more restrictive in any material respect than those contained in this Agreement, (vii) with respect to clauses (a) and (b) of the foregoing, provisions contained in joint venture agreements or similar agreements entered into in the ordinary course of business and permitted by the terms of this Agreement, so long as in each case such provisions are applicable only to such joint venture, its assets and any Equity Interests therein, and (viii) agreements relating to Indebtedness of any Foreign Subsidiary (in which case any such prohibition or limitation shall relate only to such Foreign Subsidiary and its assets).

Negative Pledges; Restrictive Agreements. No Loan Party shall directly or indirectly enter into or Enter into, assume or become bound bybe party to, or permit any Restricted Subsidiary to enter into or into, assume or become bound bybe a party to, any agreement consensual encumbrance or restriction on the ability of (a) the Parent Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations, (b) (i) any Subsidiary of the Parent Borrower to pay dividends or make any other than distributions to any holder of such Subsidiary’s Equity Interests or (ii) the Parent Borrower or any Subsidiary thereof to (x) pay any Debt or other obligation owed to any Credit Party, (y) make loans or advances to any Credit Party or (z) sell, lease or transfer any of its properties or assets to any Credit Party, except, in each case, any such encumbrance or restriction: (A) pursuant to this Agreement and the other Loan Documents, (B) pursuant to any document or instrument governing Debt incurred pursuant to Section 9.11(d) (provided that any such encumbrance or restriction is permitted pursuant to Section 9.2(h)), governing the Senior Notes or, to the extent not more restrictive than the terms hereof, governing any Secured Bilateral Letter of Credit Facility, the Secured Closing Date Bilateral Facility or any provision of any certificate of incorporationSecured Bilateral Mexican Facility, bylaws(C) contained in the charter, partnership agreement, operating agreement bylaws or other organizational formation or governing document prohibiting (a) the creation or assumption documents of any Non-Credit Party Subsidiary (provided that such restriction was added or incorporated in the charter, bylaws or other organizational documents as a result of good faith negotiations and not in contravention of this Agreement), (D) any Permitted Lien or encumbrance upon any document or instrument governing any Permitted Lien (provided that any such Loan Party’s restriction contained therein relates only to the asset or Subsidiary’s properties, whether now owned or hereafter created or acquiredassets subject to such Permitted Lien), (bE) prohibiting existing from time to time under or restricting by reason of Applicable Law or required by any Governmental Authority, (F) pursuant to obligations that are binding on a Subsidiary at the payment time such Subsidiary first becomes a Subsidiary of dividends or distributions the Parent Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (G) contained in an agreement related to the Borrower sale or to make or repay Loans other disposition of assets (to the Borrower extent such sale is permitted pursuant to Section 9.8) that limits the transfer of such assets pending the consummation of such sale or to Guaranty Indebtedness of the Borrower or (c) otherwise prohibiting or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties of its obligations under the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Law or by any Loan Documentother disposition, (iiH) with respect to clause (a) onlyin leases, restrictions subleases, licenses and sublicenses or conditions imposed by any agreement relating to secured Indebtedness or other obligations asset sale agreements otherwise permitted by this Agreement but so long as such encumbrance or restriction is customary and relates only to the extent assets subject thereto, (I) pursuant to customary provisions restricting assignment of any agreement entered into in the ordinary course of business or so long as such encumbrance or restriction or condition is limited relates only to the specific assets rights and obligations under such agreement or any related agreement, or (other than J) any assets constituting Collateral) subject encumbrance or restriction pursuant to a Permitted Lien, (iii) customary provisions in leases, licenses or other agreements restricting assignment thereof, (iv) customary restrictions and conditions contained in agreements relating to the sale of any property pending such sale, a Permitted Receivables Financing; provided that such restrictions and conditions apply only solely to Receivables Facility Assets involved in such property that is to be sold and such sale is permitted hereunder, (v) with respect to clause (a) only, with respect to software and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (in which case, any such prohibition or limitation shall relate only to the assets subject to the applicable licenses), (vi) with respect to clauses (a) and (b), agreements relating to Indebtedness permitted hereunder provided such restrictions are no more restrictive in any material respect than those contained in this Agreement, (vii) with respect to clauses (a) and (b) of the foregoing, provisions contained in joint venture agreements or similar agreements entered into in the ordinary course of business and permitted by the terms of this Agreement, so long as in each case such provisions are applicable only to such joint venture, its assets and any Equity Interests therein, and (viii) agreements relating to Indebtedness of any Foreign Subsidiary (in which case any such prohibition or limitation shall relate only to such Foreign Subsidiary and its assets)Permitted Receivables Financing.

Negative Pledges; Restrictive Agreements. No Loan Party shall directly or indirectly enter into or assume or become bound by, or permit any Subsidiary to enter into or assume or become bound by, any agreement (other than this Agreement and the other Loan Documents), or any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational formation or governing document prohibiting (a) the creation or assumption of any Lien or encumbrance upon any such Loan Party’s or Subsidiary’s properties, whether now owned or hereafter created or acquired, (b) prohibiting or restricting the payment of dividends or distributions to the Borrower or to make or repay Loans to the Borrower or to Guaranty Indebtedness of the Borrower or (c) otherwise prohibiting or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties of its obligations under the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) with respect to clause (a) only, restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted by this Agreement but only to the extent such restriction or condition is limited to the specific assets (other than any assets constituting Collateral) subject to a Permitted Lien, (iii) customary provisions in leases, licenses or other agreements restricting assignment thereof, (iv) customary restrictions and conditions contained in agreements relating to the sale of any property pending such sale, provided such restrictions and conditions apply only to such property that is to be sold and such sale is permitted hereunder, (v) with respect to clause (a) only, with respect to software and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (in which case, any such prohibition or limitation shall relate only to the assets subject to the applicable licenses), (vi) with respect to clauses (a) and (b), agreements relating to Indebtedness permitted hereunder provided such restrictions are no more restrictive in any material respect than those contained in this Agreement, (vii) with respect to clauses (a) and (b) of the foregoing, provisions contained in joint venture agreements or similar agreements entered into in the ordinary course of business and permitted by the terms of this Agreement, so long as in each case such provisions are applicable only to such joint venture, its assets and any Equity Interests therein, and (viii) agreements relating to Indebtedness of any Foreign Subsidiary (in which case any such prohibition or limitation shall relate only to such Foreign Subsidiary and its assets).

Negative Pledges; Restrictive Agreements. No Loan Party The Borrower shall directly or indirectly enter into or assume or become bound bynot, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to enter into or assume or become bound by, exist any agreement (other than this Agreement and the other Loan Documents), or any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational formation arrangement that prohibits, restricts or governing document prohibiting imposes any condition upon (a) the creation ability of the Borrower or assumption of any Restricted Subsidiary to create, incur or permit to exist any Lien or encumbrance upon any such Loan Party’s of its property to secure the Secured Obligations or Subsidiary’s properties, whether now owned or hereafter created or acquired, (b) prohibiting or restricting the payment ability of any Restricted Subsidiary to pay dividends or other distributions with respect to the Borrower any shares of its Equity Interests or to make or repay Loans loans or advances to the Borrower or any other Restricted Subsidiary or to Guaranty Guarantee Indebtedness of the Borrower or (c) otherwise prohibiting any other Restricted Subsidiary or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties transfer any of its obligations under the properties to any Loan DocumentsParty; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Applicable Law or by any the Loan DocumentDocuments, (ii) with respect the foregoing shall not apply to clause restrictions and conditions existing on the date hereof identified on Schedule 6.11 (a) onlybut shall apply to any extension or renewal of, restrictions or conditions imposed by any agreement relating to secured Indebtedness amendment or other obligations permitted by this Agreement but only to modification expanding the extent scope of, any such restriction or condition is limited to the specific assets (other than any assets constituting Collateral) subject to a Permitted Liencondition), (iii) customary provisions in leases, licenses or other agreements restricting assignment thereof, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any property asset or a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to such property the asset or the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (viv) with respect the foregoing shall not apply to clause any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby 82 Credit Agreement (a) only, with respect to software and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software or intellectual property, as the case may be Permitted Refinancing in respect thereof) (in which case, any such prohibition or limitation shall relate only be effective against the assets financed thereby), (v) the foregoing shall not apply to encumbrances or restrictions relating to joint ventures to the assets subject to the applicable licensesextent they are Investments permitted by Section 6.6(q), (vi) with respect the foregoing shall not apply to clauses (a) and (b), agreements relating to Indebtedness restrictions or conditions imposed by any agreement of any Excluded Subsidiary permitted hereunder provided by this Agreement if such restrictions are no more restrictive in any material respect than those contained in this Agreementor conditions apply only to such Excluded Subsidiary and its assets, (vii) with respect to clauses clause (a) and of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; provided that this clause (bvii) shall not apply to Indebtedness secured by a general Lien covering substantially all of the assets of any Loan Party or general categories of assets of such Loan Party such as “all inventory” or “all accounts”, (viii) clause (a) of the foregoing, foregoing shall not apply to customary provisions contained in joint venture agreements or similar agreements entered into in leases and other contracts restricting the ordinary course of business and permitted by the terms of this Agreement, so long as in each case such provisions are applicable only to such joint venture, its assets and any Equity Interests thereinassignment thereof, and (viii) agreements relating clause (a) of the foregoing shall not apply to Indebtedness of customary restrictions on assignment and transfer in intellectual property licenses under which the Borrower or any Foreign Restricted Subsidiary (in which case any such prohibition is the licensor or limitation shall relate only to such Foreign Subsidiary and its assets)licensee.

Negative Pledges; Restrictive Agreements. No Loan Party shall directly or indirectly etc. The Company will not, and will not permit any Restricted Subsidiary to, enter into or assume or become bound by, or permit any Subsidiary to enter into or assume or become bound by, any agreement prohibiting (other than this Agreement and the other Loan Documents), or any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational formation or governing document prohibiting (ai) the creation or assumption of any Lien upon its properties, revenues or encumbrance upon any such Loan Party’s or Subsidiary’s propertiesassets, whether now owned or hereafter created acquired securing any Obligation or acquiredany senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under clause (c) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (e), (f), (g), (h) and (i) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Company that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) the ability of the Company or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) prohibiting any Restricted Subsidiary from making any payments, directly or restricting the payment of dividends or distributions indirectly, to the Borrower Company by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or repay Loans indirectly, to the Borrower or to Guaranty Indebtedness of the Borrower or (c) otherwise prohibiting or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties of its obligations under the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) with respect to clause (a) only, restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations permitted by this Agreement but only to the extent such restriction or condition is limited to the specific assets Company (other than customary limitations and prohibitions in any assets constituting Collateral) subject to a Permitted Lien, (iii) customary provisions in leases, licenses or other agreements restricting assignment thereof, (iv) customary restrictions and conditions contained in agreements relating to the sale of any property pending such sale, provided such restrictions and conditions apply only to such property that is to be sold and such sale is Indebtedness permitted hereunder, (v) with respect to clause (a) only, with respect to software and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (in which case, any such prohibition or limitation shall relate only to the assets subject to the applicable licenses), (vi) with respect to under clauses (a) and (b), agreements relating to Indebtedness permitted hereunder provided such restrictions are no more restrictive in any material respect than those contained in this Agreement(f), (vii) with respect to clauses g), (ah) and (bi) of the foregoing, provisions contained in joint venture agreements or similar agreements entered into in the ordinary course of business and permitted by the terms of this Agreement, so long as in each case such provisions Section 7.2.2 that are applicable only to the Restricted Subsidiary that 119 has incurred such joint venture, its assets and any Equity Interests therein, and (viii) agreements relating to Indebtedness of any Foreign Subsidiary (in which case any such prohibition or limitation shall relate only to such Foreign Subsidiary and its assets; provided, however, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Subsidiaries) and its (and their) assets).

Negative Pledges; Restrictive Agreements. No Loan Party shall, and shall directly or indirectly enter into or assume or become bound by, not cause or permit any Subsidiary to enter into or assume or become bound by, any agreement of its Restricted Subsidiaries (other than this Agreement and the other Loan Documents)any Immaterial Subsidiary) to, directly or indirectly, enter into, incur or permit to exist any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational formation arrangement that prohibits, restricts or governing document prohibiting imposes any condition upon (a) the creation ability of such Loan Party or assumption of any such Restricted Subsidiary to create, incur or permit to exist any Lien or encumbrance upon any such Loan Party’s of its property, or Subsidiary’s properties, whether now owned or hereafter created or acquired, (b) prohibiting or restricting the payment ability of any Restricted Subsidiary to pay dividends or other distributions with respect to the Borrower any shares of its Equity Interests or to make or repay Loans loans or advances to the Borrower such Loan Party or any other such Restricted Subsidiary or to Guaranty Guarantee Indebtedness of the Borrower such Loan Party or (c) otherwise prohibiting any other such Restricted Subsidiary or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties transfer any of its obligations under the properties to any Loan DocumentsParty; provided that that, (i) the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Applicable Law or by any the Loan DocumentDocuments, (ii) with respect the foregoing shall not apply to clause restrictions and conditions existing on the date hereof identified on Schedule 6.11 (a) onlybut shall apply to any extension or renewal of, restrictions or conditions imposed by any agreement relating to secured Indebtedness amendment or other obligations permitted by this Agreement but only to modification expanding the extent scope of, any such restriction or condition is limited to the specific assets (other than any assets constituting Collateral) subject to a Permitted Liencondition), (iii) customary provisions in leases, licenses or other agreements restricting assignment thereof, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any property asset or a Restricted Subsidiary pending such sale; provided that, provided such restrictions and conditions apply only to such property the asset or the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (viv) with respect to clause (a) only, with respect to software and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software foregoing shall not apply to restrictions or intellectual property, as the case may be (in which case, conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibition restrictions or limitation shall relate conditions apply only to the property or assets subject securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the applicable licenses), assignment thereof and (vi) with respect the foregoing shall not apply to clauses obligation that: (aA) and (b), agreements relating to Indebtedness permitted hereunder provided such restrictions are no more restrictive in any material respect than those contained in this Agreement, (vii) with respect to clauses (a) and (b) of the foregoing, customary provisions contained in joint venture agreements or and other similar agreements applicable to joint ventures permitted under Section 6.6 and applicable solely to such joint venture and its equity entered into in the ordinary course of business and permitted business; (B) are customary restrictions on leases, subleases, licenses or contemplated by the terms of this Agreementasset sale, merger, purchase or other similar agreements not prohibited hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto; (C) are customary provisions restricting subletting, transfer or assignment of any lease governing a leasehold interest of the Borrower or any of its Restricted Subsidiaries; (D) are customary provisions restricting assignment or transfer of any agreement entered into in each case such provisions are applicable only the ordinary course of business; (E) arise in connection with cash or other deposits permitted under Sections 6.3 and 6.6 and limited to such joint venture, cash or deposit; (F) are restrictions regarding licensing or sublicensing by the Borrower and its assets and Restricted Subsidiaries of intellectual property in the ordinary course of business; (G) are restrictions or conditions set forth in any Equity Interests therein, and agreement in effect at any time any Person becomes a Restricted Subsidiary (viii) agreements relating to Indebtedness but not any modification or amendment expanding the scope of any Foreign Subsidiary (such restriction or condition); provided that such agreement was not entered into in which case any contemplation of such prohibition or limitation shall relate only to such Foreign Person becoming a Restricted Subsidiary and its assets).the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary;

Negative Pledges; Restrictive Agreements. No Loan Party The Borrower shall directly or indirectly enter into or assume or become bound bynot, and shall not cause or permit any Subsidiary to, directly or indirectly, enter into, incur or permit to enter into or assume or become bound by, exist any agreement (other than this Agreement and the other Loan Documents), or any provision of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other organizational formation arrangement that prohibits, restricts or governing document prohibiting imposes any condition upon (a) the creation ability of the Borrower or assumption of any Subsidiary to create, incur or permit to exist any Lien or encumbrance upon any such Loan Party’s of its property or Subsidiary’s properties, whether now owned or hereafter created or acquired, (b) prohibiting or restricting the payment ability of any Subsidiary to pay dividends or other distributions with respect to the Borrower any shares of its Equity Interests or to make or repay Loans loans or advances to the Borrower or any other Subsidiary or to Guaranty Guarantee Indebtedness of the Borrower or (c) otherwise prohibiting any other Subsidiary or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties transfer any of its obligations under the properties to any Loan DocumentsParty; provided that (i) the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Applicable Law or by any the Loan DocumentDocuments, (ii) with respect the foregoing shall not apply to clause restrictions and conditions existing on the date hereof identified on Schedule 6.11 (a) onlybut shall apply to any extension or renewal of, restrictions or conditions imposed by any agreement relating to secured Indebtedness amendment or other obligations permitted by this Agreement but only to modification expanding the extent scope of, any such restriction or condition is limited to the specific assets (other than any assets constituting Collateral) subject to a Permitted Liencondition), (iii) customary provisions in leases, licenses or other agreements restricting assignment thereof, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any property a Subsidiary pending such sale, provided such restrictions and conditions apply only to such property the Subsidiary that is to be sold and such sale is permitted hereunder, (viv) with respect to clause (a) only, with respect to software and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software foregoing shall not apply to restrictions or intellectual property, as the case may be (in which case, conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibition restrictions or limitation shall relate conditions apply only to the property or assets subject to the applicable licenses), securing such Indebtedness and (viv) with respect to clauses clause (a) and (b), agreements relating to Indebtedness permitted hereunder provided such restrictions are no more restrictive in any material respect than those contained in this Agreement, (vii) with respect to clauses (a) and (b) of the foregoing, foregoing shall not apply to customary provisions contained in joint venture agreements or similar agreements entered into in leases and other contracts restricting the ordinary course of business and permitted by the terms of this Agreement, so long as in each case such provisions are applicable only to such joint venture, its assets and any Equity Interests therein, and (viii) agreements relating to Indebtedness of any Foreign Subsidiary (in which case any such prohibition or limitation shall relate only to such Foreign Subsidiary and its assets)assignment thereof.

Negative Pledges; Restrictive Agreements. No Loan Party shall directly or indirectly enter into or Enter into, assume or become bound bybe party to, or permit any Restricted Subsidiary to enter into or into, assume or become bound bybe a party to, any agreement consensual encumbrance or restriction on the ability of (a) the Parent Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations, (b) (i) any Subsidiary of the Parent Borrower to pay dividends or make any other than distributions to any holder of such Subsidiary’s Equity Interests or (ii) the Parent Borrower or any Subsidiary thereof to (x) pay any Debt or other obligation owed to any Credit Party, (y) make loans or advances to any Credit Party or (z) sell, lease or transfer any of its properties or assets to any Credit Party, except, in each case, any such encumbrance or restriction: (A) pursuant to this Agreement and the other Loan Documents, (B) pursuant to any document or instrument governing Debt incurred pursuant to Section 9.11(d) (provided that any such encumbrance or restriction is permitted pursuant to Section 9.2(h)), governing the Senior Notes or, to the extent not more restrictive than the terms hereof, governing any Secured Bilateral Letter of Credit Facility or any provision of any certificate of incorporationSecured Closing Date Bilateral Facility, bylaws(C) contained in the charter, partnership agreement, operating agreement bylaws or other organizational formation or governing document prohibiting (a) the creation or assumption documents of any Non-Credit Party Subsidiary (provided that such restriction was added or incorporated in the charter, bylaws or other organizational documents as a result of good faith negotiations and not in contravention of this Agreement), (D) any Permitted Lien or encumbrance upon any document or instrument governing any Permitted Lien (provided that any such Loan Party’s restriction contained therein relates only to the asset or Subsidiary’s properties, whether now owned or hereafter created or acquiredassets subject to such Permitted Lien), (bE) prohibiting existing from time to time under or restricting by reason of Applicable Law or required by any Governmental Authority, (F) pursuant to obligations that are binding on a Subsidiary at the payment time such Subsidiary first becomes a Subsidiary of dividends or distributions the Parent Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (G) contained in an agreement related to the Borrower sale or to make or repay Loans other disposition of assets (to the Borrower extent such sale is permitted pursuant to Section 9.8) that limits the transfer of such assets pending the consummation of such sale or to Guaranty Indebtedness of the Borrower or (c) otherwise prohibiting or restricting the Transactions contemplated hereby and repayment and performance by the Loan Parties of its obligations under the Loan Documents; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by any Requirement of Law or by any Loan Documentother disposition, (iiH) with respect to clause (a) onlyin leases, restrictions subleases, licenses and sublicenses or conditions imposed by any agreement relating to secured Indebtedness or other obligations asset sale agreements otherwise permitted by this Agreement but so long as such encumbrance or restriction is customary and relates only to the extent assets subject thereto, (I) pursuant to customary provisions restricting assignment of any agreement entered into in the ordinary course of business or so long as such encumbrance or restriction or condition is limited relates only to the specific assets rights and obligations under such agreement or any related agreement, or (other than J) any assets constituting Collateral) subject encumbrance or restriction pursuant to a Permitted Lien, (iii) customary provisions in leases, licenses or other agreements restricting assignment thereof, (iv) customary restrictions and conditions contained in agreements relating to the sale of any property pending such sale, a Permitted Receivables Financing; provided that such restrictions and conditions apply only solely to Receivables Facility Assets involved in such property that is to be sold and such sale is permitted hereunder, (v) with respect to clause (a) only, with respect to software and other intellectual property licenses pursuant to which the borrower or any Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (in which case, any such prohibition or limitation shall relate only to the assets subject to the applicable licenses), (vi) with respect to clauses (a) and (b), agreements relating to Indebtedness permitted hereunder provided such restrictions are no more restrictive in any material respect than those contained in this Agreement, (vii) with respect to clauses (a) and (b) of the foregoing, provisions contained in joint venture agreements or similar agreements entered into in the ordinary course of business and permitted by the terms of this Agreement, so long as in each case such provisions are applicable only to such joint venture, its assets and any Equity Interests therein, and (viii) agreements relating to Indebtedness of any Foreign Subsidiary (in which case any such prohibition or limitation shall relate only to such Foreign Subsidiary and its assets)Permitted Receivables Financing.