Common use of Negative Pledges Clause in Contracts

Negative Pledges. None of the Borrowers or the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectly, enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability any of the Borrowers or Non-Borrower Subsidiaries (other than the Insurance Subsidiary, if any) to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits and pledges in connection with Liens permitted under Section 7.01(c), or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, in the case of each of clauses (x) and (y), to the extent required by the terms of the documents evidencing the applicable Indebtedness and solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, or any Excluded Trust Account established thereunder, (ii) a restriction imposed with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant of a Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of an issuer or correspondent issuer of a letter of credit or other credit support permitted under this Agreement, or (v) a restriction in favor of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in favor of the holder of such Indebtedness (or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith).

Negative Pledges. None Except with respect to prohibitions against other encumbrances on specific property encumbered to secure payment of particular Indebtedness permitted hereunder or prohibitions in license agreements under which Holdings, the Borrowers or any Qualified Subsidiary is the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectlylicensee, enter into any Contractual Obligation agreement prohibiting the creation or assumption of any Lien upon its properties or assets, whether owned on the Closing Date or hereafter acquired, except pursuant to (other than this Agreement or a) the Credit Documents, (b) any other Loan Documentagreement that does not restrict in any manner (directly of indirectly) that limits Liens created pursuant to the ability any Credit Documents on property or assets of Holdings, the Borrowers or Non-Borrower Subsidiaries any Qualified Subsidiary (whether owned now or hereafter acquired) securing the Loans or any Interest Rate Agreement and does not require the direct or indirect granting of any Lien securing any Indebtedness or other than obligation by virtue of the Insurance granting of Liens on or pledge of property of Holdings, the Borrowers or any Qualified Subsidiary to secure the Loans or any Interest Rate Agreement, (c) any industrial revenue or development bonds, acquisition agreement or operating leases of real property and equipment entered into in the ordinary course of business, (d) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, if any(e) restrictions existing and as in effect on the Closing Date, (f) any Hedge Agreements permitted hereunder, (g) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement, (h) any documents relating to createjoint ventures of Borrowers to the extent that such joint ventures are not prohibited hereunder, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred or provided agreement in favor effect at the time a Person first became a Subsidiary, so long as such agreement was not entered into solely in contemplation of any holder of Indebtedness (x) secured by such Person becoming a Lien permitted by Section 7.01(a) or Section 7.01(f)Subsidiary, (yj) such restrictions on deposits and pledges customary provisions in connection with Liens permitted under Section 7.01(c)leases restricting assignability or subleasing, or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, in the case of each of clauses (x) and (y), to the extent required k) licenses or contracts which by the terms of such licenses and contracts prohibit the documents evidencing granting of Liens on the applicable rights contained therein. Notwithstanding any of the foregoing, Indebtedness and solely to incurred by a Non-Qualified Subsidiary may contain a provision that no Lien on the extent any such negative pledge relates to the property financed by or the subject assets of such Indebtedness, or any Excluded Trust Account established thereunder, (ii) a restriction imposed with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant of a Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of an issuer or correspondent issuer of a letter of credit or other credit support permitted under this Agreement, or (v) a restriction in favor of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in favor of the holder of Non-Qualified Subsidiary may exist unless such Indebtedness (or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property of equally and ratably secured with any other Indebtedness secured by such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)assets.

Negative Pledges. None of the Borrowers or the Non-Borrower Subsidiaries (Agree with any Person other than the Insurance Subsidiary) shallAgent not to grant a security interest in or otherwise encumber, directly any of its property, or indirectly, enter into covenant to any Contractual Obligation (other than this Agreement Person that Borrower or any other Loan Document) that limits Subsidiary Guarantor in the ability future will refrain from creating, incurring, assuming or allowing any Lien with respect to any of Borrower’s or such Subsidiary Guarantor’s property (including under the Borrowers or Non-Borrower Subsidiaries (other than the Insurance Subsidiaryspecified conditions set forth in Section 6.21), if any) to createin each case, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit except (i) any negative pledge incurred or provided in favor of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits and pledges in connection with Liens permitted under Section 7.01(c), or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, as set forth in the case of each of clauses (x) and (y), to the extent required by the terms of the documents evidencing the applicable Indebtedness and solely to the extent implementing any such negative pledge relates to the property financed by or the subject of such Permitted Additional Indebtedness, or any Excluded Trust Account established thereunder, (ii) a restriction imposed with respect to Excluded Collateralcustomary restrictions on assignment in leases, license, contracts and other agreements, (iii) a restriction imposed under a Secured Hedge Agreement that requires any agreement evidencing Indebtedness secured by Liens permitted by Section 6.9, as to the grant of a Lien under the Loan Documents to secure the applicable Hedge Bankassets securing such Indebtedness, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of any agreement evidencing an issuer or correspondent issuer of a letter of credit asset sale or other credit support disposition permitted under by this Agreement, as to the assets being sold or disposed of, (v) restrictions or conditions contained in the documents governing the 2025 Senior Notes and the documents governing any refinancing, renewal, extension or amendment thereof permitted by Section 6.10(a) (provided such restrictions in any documents governing any refinancing, renewal, extension or amendment thereof permitted by Section 6.10(a) are not materially more restrictive, taken as a restriction whole and as determined in favor good faith and certified on behalf of Borrower by a Responsible Official, than those in the Indebtedness being refinanced), (vi) intellectual property licenses, (vii) Communications Licenses and other government licenses, authorizations, approvals, orders, consents and permits, (viii) customary provisions with respect to the creation or assumption of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien such Liens in favor of the holder of such Indebtedness (or an agent or trustee therefor) joint venture agreements to the extent that a Lien is granted such Joint Ventures are permitted hereunder and (ix) as set forth in favor of the Administrative Agent on property of documents governing any Permitted ECA Financings so long as such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)relate only to ECA Borrowers, ECA Guarantors and ECA Assets.

Negative Pledges. None of Except with respect to any Additional Unsecured Senior Debt, Subordinated Indebtedness, the Borrowers or First Cash Senior Notes and any Indebtedness permitted under Section 6.11(w) (and any Permitted Refinancings thereof), neither the Non-Borrower Subsidiaries (nor any other than the Insurance Subsidiary) shall, directly or indirectly, Loan Party will enter into any Contractual Obligation agreement prohibiting the creation or assumption of any Lien upon its properties or assets whether now owned or hereafter acquired, except with respect to (other than this Agreement a) specific property encumbered to secure payment of particular Indebtedness or any other Loan Documentto be sold pursuant to an executed agreement with respect to a disposition permitted under Section 6.13, (b) restrictions that limits the ability any of the Borrowers or Non-Borrower Subsidiaries (other than the Insurance Subsidiary, if any) to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred or provided are included in favor of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits and pledges contractual obligation entered into in connection with Liens a disposition permitted pursuant to Section 6.13 (or in connection with the payment in full of the Obligations) and (ii) relate only to assets subject to such asset sale, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses and other contracts entered into in the ordinary course of business, (d) provisions in customary joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder, (e) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (f) restrictions or conditions related to secured Indebtedness otherwise permitted to be incurred under Section 7.01(c)6.11(i) that limit the right of the obligor to dispose of the assets securing such Indebtedness or if such restrictions or conditions apply only to the Person obligated under such Indebtedness or the property or assets intended to secure such Indebtedness and (g) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03modifications, (II) Section 7.03(e)restatements, (III) Section 7.03(m), or (IV) permitted renewals, extensions and increases, supplements, refundings, replacements or refinancings thereofof the contracts referred to therein; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the case of each of clauses (x) and (y), to the extent required by the terms good faith judgment of the documents evidencing the applicable Indebtedness and solely to the extent any such negative pledge relates to the property financed by or the subject of such IndebtednessBorrower, or any Excluded Trust Account established thereunder, (ii) a restriction imposed no more restrictive with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant of a Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of an issuer or correspondent issuer of a letter of credit such encumbrance or other credit support permitted under this Agreementrestrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (v) a restriction in favor of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in favor of the holder of such Indebtedness (or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)refinancing.

Negative Pledges. None Borrower will not, and will not permit any of the Borrowers or the Non-Borrower its Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectlyto, enter into any Contractual Obligation (agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than (a) this Agreement or any and the other Loan Document) that limits the ability any of the Borrowers or Non-Borrower Subsidiaries Documents, (other than the Insurance Subsidiary, if any) to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit (ib) any negative pledge incurred agreements governing any Permitted Liens securing Capitalized Lease Obligations or provided Permitted Purchase Money Indebtedness otherwise permitted hereby (in favor of which case, any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) prohibition or Section 7.01(flimitation shall only be effective against the assets financed thereby), (yc) such restrictions on deposits and pledges in connection with Liens permitted under Section 7.01(c), or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, set forth in the case of each of clauses RM JV Agreement (x) and (y), applicable only to the extent required by the terms of the documents evidencing the applicable Indebtedness and solely to the extent any such negative pledge relates to the property financed by or assets that are the subject of such Indebtednessagreement and the equity interests in RM JV) and any other provision limiting the disposition or distribution of assets or property in joint venture agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements to the extent such joint venture or any Excluded Trust Account established thereundersimilar agreement is permitted under this Agreement, (iid) a restriction imposed any restrictions with respect to Excluded Collaterala Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of the Equity Interests or assets of such Subsidiary that applies only to the Equity Interests or assets of such Subsidiary, (iiie) a restriction imposed under a Secured Hedge Agreement customary provisions in leases, licenses and other contracts restricting the assignment thereof, (f) any other agreement that requires the grant does not restrict in any manner (directly or indirectly) Liens which may now or hereafter be created pursuant to any of a Lien under the Loan Documents to secure any Obligations, and (g) any prohibition that (i) exists pursuant to the requirements of applicable Hedge Banklaw, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.3 or 6.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of a Borrower or its Subsidiaries, (iv) exists in any agreement in effect at the time such Subsidiary becomes a restriction on pledged cash or cash equivalentsSubsidiary of Borrower, if anyso long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, in favor of an issuer or correspondent issuer of a letter of credit or other credit support permitted under this Agreement, or (v) a exists in any instrument governing Acquired Indebtedness, which encumbrance or restriction in favor is not applicable to any Person, or the properties or assets of any holder Person, other than the Person or the properties or assets of secured Indebtedness incurred pursuant to Section 7.03(jthe Person so acquired or (vi) is imposed by any renewal, extension, refinancing, refund or replacement (or successive extensions, renewals, refinancings, refunds or replacements) that requires are otherwise permitted by the grant of a junior priority Lien Loan Documents or the contracts, instruments or obligations referred to in favor of the holder of clause (b), (c), (d), (e), (f), (g)(iv) or (g)(v) above; provided that such Indebtedness renewals, extensions, refinancings, refunds or replacements (or an agent successive extensions, renewals, refinancings, refunds or trustee therefor) replacements), taken as a whole, are not more materially restrictive with respect to such prohibitions than those contained in the extent that a Lien is granted original agreement, as determined in favor good faith by the Board of the Administrative Agent on property Directors of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)Borrower.

Negative Pledges. None Borrower will not, and will not permit any of the Borrowers or the Non-Borrower its Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectlyto, enter into any Contractual Obligation (agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than (a) this Agreement or any and the other Loan Document) that limits the ability any of the Borrowers or Non-Borrower Subsidiaries Documents, (other than the Insurance Subsidiary, if any) to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit (ib) any negative pledge incurred agreements governing any Permitted Liens securing, Capitalized Lease Obligations or provided Permitted Purchase Money Indebtedness otherwise permitted hereby (in favor of which case, any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) prohibition or Section 7.01(flimitation shall only be effective against the assets financed thereby), (yc) such restrictions on deposits and pledges in connection with Liens permitted under Section 7.01(c), or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03the Revolving Loan Documents, (IId) Section 7.03(e)any provision limiting the disposition or distribution of assets or property in joint venture agreements and other similar agreements, (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, in the case of each of clauses (x) and (y), which limitation is applicable only to the extent required by the terms of the documents evidencing the applicable Indebtedness and solely to the extent any such negative pledge relates to the property financed by or assets that are the subject of such Indebtedness, agreements to the extent such joint venture or any Excluded Trust Account established thereundersimilar agreement is permitted under this Agreement, (iie) a restriction imposed any restrictions with respect to Excluded Collaterala Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of the Equity Interests or assets of such Subsidiary that applies only to the Equity Interests or assets of such Subsidiary, (iiif) a restriction imposed under a Secured Hedge Agreement customary provisions in leases, licenses and other contracts restricting the assignment thereof, (g) any other agreement that requires the grant does not restrict in any manner (directly or indirectly) Liens which may now or hereafter be created pursuant to any of a Lien under the Loan Documents to secure any Obligations, and (h) any prohibition that (i) exists pursuant to the requirements of applicable Hedge Banklaw, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.3 or 6.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of a Borrower or its Subsidiaries, (iv) exists in any agreement in effect at the time such Subsidiary becomes a restriction on pledged cash or cash equivalentsSubsidiary of Borrower, if anyso long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, in favor of an issuer or correspondent issuer of a letter of credit or other credit support permitted under this Agreement, or (v) a exists in any instrument governing Acquired Indebtedness, which encumbrance or restriction in favor is not applicable to any Person, or the properties or assets of any holder Person, other than the Person or the properties or assets of secured Indebtedness incurred pursuant to Section 7.03(jthe Person so acquired or (vi) is imposed by any renewal, extension, refinancing, refund or replacement (or successive extensions, renewals, refinancings, refunds or replacements) that requires are otherwise permitted by the grant of a junior priority Lien Loan Documents or the contracts, instruments or obligations referred to in favor of the holder of clause (b), (c), (d), (e), (f), (g), (h)(iv) or (h)(v) above; provided that such Indebtedness renewals, extensions, refinancings, refunds or replacements (or an agent successive extensions, renewals, refinancings, refunds or trustee therefor) replacements), taken as a whole, are not more materially restrictive with respect to such prohibitions than those contained in the extent that a Lien is granted original agreement, as determined in favor good faith by the Board of the Administrative Agent on property Directors of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)Borrower.

Negative Pledges. None It shall not, and it shall not permit any of the Borrowers or the Non-Borrower its Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectlyto, enter into any Contractual Obligation (other than this Agreement agreement prohibiting the creation or assumption of any other Loan Document) that limits the ability Lien upon any of the Borrowers its properties or Non-Borrower Subsidiaries (other than the Insurance Subsidiaryassets, if any) to createwhether now owned or hereafter acquired, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit except (i) pursuant to this Agreement and the Security Documents, (ii) pursuant to any negative pledge document or instrument governing Existing Debt or governing Capital Lease Obligations or purchase money debt incurred pursuant to Section 9.02 if any such restriction contained therein relates only to the asset or provided assets acquired in favor of connection therewith or in connection with any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a9.01 or any Disposition permitted by Section 9.04; (iii) prohibitions or Section 7.01(f)conditions under applicable law, rule or regulation; (yiv) any agreement or instrument to which any Person is a party existing on the date such restrictions on deposits and pledges in connection with Liens permitted under Section 7.01(c), Person first becomes a Subsidiary of the Borrower or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), the date such agreement or (IV) permitted renewals, extensions and refinancings thereof, in the case of each of clauses (x) and (y), to the extent required instrument is otherwise assumed by the terms Borrower or any of its Subsidiaries (so long as such agreement or instrument was not entered into solely in contemplation of such Person becoming a Subsidiary of the documents evidencing Borrower or such assumption and such prohibitions or conditions do not affect any other Subsidiary of the applicable Indebtedness and solely to the extent any Borrower (other than Subsidiaries of such negative pledge relates to the property financed by or the subject Person having primary obligation for repayment of such Indebtedness, or any Excluded Trust Account established thereunder, (ii) a restriction imposed with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant of a Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of an issuer or correspondent issuer of a letter of credit or other credit support permitted under this Agreement, or )); (v) a restriction in favor customary provisions restricting subletting or assignment of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in favor lease governing any leasehold interest of the holder Borrower or any of its Subsidiaries; (vi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; or (vii) restrictions on the transfer of any asset pending the close of the sale of such Indebtedness (or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)asset.

Negative Pledges. None of the Borrowers or the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shallNot, directly or indirectlyand not permit any Subsidiary to, enter into any Contractual Obligation (other than this Agreement agreement, instrument, deed or any other Loan Document) that lease which prohibits or limits the ability any of the Borrowers Company or Non-Borrower Subsidiaries (other than the Insurance Subsidiary, if any) any Subsidiary to create, incur, assume or suffer to exist Liens in favor any Lien upon any of the Administrative Agent on property of such Person; providedtheir respective properties or revenues, however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred whether now owned or provided in favor of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits and pledges in connection with Liens permitted under Section 7.01(c)hereafter acquired, or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, in the case of each of clauses (x) and (y), to the extent required by the terms of the documents evidencing the applicable Indebtedness and solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, or any Excluded Trust Account established thereunder, (ii) a restriction imposed with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that which requires the grant of a Lien under any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 11.2 prohibiting further Liens on the properties encumbered thereby; (3) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Debt or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the applicable Hedge BankObligations; and (4) any prohibition or limitation that (a) exists pursuant to Applicable Law, (ivb) a restriction on pledged cash or cash equivalents, if any, consists of customary restrictions and conditions contained in favor any agreement relating to the sale of an issuer or correspondent issuer of a letter of credit or other credit support any property permitted under this AgreementAgreement pending the consummation of such sale, (c) restricts subletting or assignment of any lease governing a leasehold interest of the Company or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Company, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (e) customary restrictions in joint ventures and similar agreements, (f) customary non-assignment provisions in licenses or sublicenses in the ordinary course of business, or (vg) a restriction in favor of is imposed by any holder of secured Indebtedness incurred pursuant to Section 7.03(j) amendments or refinancings that requires are otherwise permitted by the grant of a junior priority Lien in favor Loan Documents of the holder of contracts, instruments or obligations referred to in clause (4)(d); provided that such Indebtedness (amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)refinancing.

Negative Pledges. None The Borrower agrees that neither the Borrower nor any other members of the Borrowers Consolidated Group shall enter into or the Non-Borrower Subsidiaries (be subject to any agreement governing Indebtedness which contains a Negative Pledge other than the Insurance Subsidiary) shall, directly or indirectly, enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability any of the Borrowers or Non-Borrower Subsidiaries (other than the Insurance Subsidiary, if any) to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness (x) secured restrictions on further subordinate Liens on Projects encumbered by a Lien permitted by Section 7.01(a) mortgage, deed to secure debt or Section 7.01(f), (y) such restrictions on deposits and pledges in connection with Liens permitted under Section 7.01(c), or (z) outstanding under (I) Section 7.03(c) and listed on Part B deed of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, in the case of each of clauses (x) and (y), to the extent required by the terms of the documents evidencing the applicable Indebtedness and solely to the extent any such negative pledge relates to the property financed by or the subject of trust securing such Indebtedness, or any Excluded Trust Account established thereunderon the direct or indirect ownership interests in the owners of such encumbered Projects, (ii) covenants in any Unsecured Indebtedness requiring (A) that the Consolidated Group maintain a restriction imposed with respect pool of unencumbered properties of a size determined by reference to Excluded Collateralthe total amount of Unsecured Indebtedness of the Consolidated Group on substantially similar terms to those provisions contained herein regarding the Unencumbered Pool (including without limitation clauses (e) and (f) of Section 6.17 above) or (B) that the Consolidated Group not incur Secured Indebtedness which is also Recourse Indebtedness in excess of the maximum percentage of Total Asset Value contained in clause (c) of Section 6.17 above, but that do not generally prohibit the encumbrance of the Borrower’s or the Consolidated Group’s assets, or the encumbrance of any specific assets or, (iii) any Negative Pledge contained in the Term Loan AgreementDocuments, or (iv) any provision of any Other Pari Passu Debt Document that either (x) conditions a restriction imposed under Person’s ability to encumber its assets upon the maintenance of one or more specified ratios or financial tests (including any financial ratio such as a Secured Hedge Agreement maximum ratio of unsecured debt to unencumbered assets) that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets or (y) requires the grant of a an equal and ratable Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalentsUnsecured Indebtedness, if any, in favor of an issuer or correspondent issuer of a letter of credit or other credit support permitted under this Agreement, or (v) a restriction in favor of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in favor of the holder of such Indebtedness (or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property to secure any other Unsecured Indebtedness of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)Person. 6.21.

Negative Pledges. None Except with respect to prohibitions against other encumbrances on specific property encumbered to secure payment of particular Indebtedness permitted hereunder, customary prohibitions in joint venture agreements with respect to the Borrowers Capital Stock or assets of such joint venture, or prohibitions in license agreements under which Borrower or any of its Restricted Subsidiaries is the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectlylicensee, enter into any agreement prohibiting the creation or assumption of any Lien upon its properties or assets, whether owned on the Closing Date or thereafter acquired, except pursuant to (a) the Credit Documents, (b) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Credit Documents on Collateral (whether owned on the Closing Date or thereafter acquired) securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Collateral to secure the Obligations, (c) any industrial revenue or development bonds, acquisition agreement or operating leases of real property and equipment entered into in the ordinary course of business, (d) restrictions or encumbrances applicable to (i) an entity acquired pursuant to a Permitted Acquisition at the time such entity became a Restricted Subsidiary or (ii) an Unrestricted Subsidiary redesignated as a Restricted Subsidiary at the time such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Pennitted Acquisition or redesignation and applies only to such entity and its subsidiaries or assets, (e) restrictions and conditions imposed by law, (f) restrictions and conditions existing on the Closing Date identified on Schedule 8.16, (g) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (h) 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, (i) restrictions in Indebtedness of a Non-Credit Party pennitted by this Agreement, (i) customary provisions in leases and other contracts restricting the assignments thereof, (j) Contractual Obligations that arise in connection with cash or other deposits pennitted under subsection 8.12 or are restrictions on net worth, cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or other holders of Pennitted Liens and (k) restrictions imposed by any modifications, amendments or Refinancings that are otherwise pennitted pursuant to this Agreement of the contracts, instruments or obligations referred to in the preceding clauses (a) through (j) so long as such modification, amendment or Refinancing (taken as a whole) does not materially expand the scope of such Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability any of the Borrowers or Non-Borrower Subsidiaries (other than the Insurance Subsidiary, if any) to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness (x) secured as reasonably determined by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits and pledges in connection with Liens permitted under Section 7.01(c), or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, in the case of each of clauses (x) and (y), to the extent required by the terms of the documents evidencing the applicable Indebtedness and solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, or any Excluded Trust Account established thereunder, (ii) a restriction imposed with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant of a Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of an issuer or correspondent issuer of a letter of credit or other credit support permitted under this Agreement, or (v) a restriction in favor of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in favor of the holder of such Indebtedness (or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewithBorrower).

Negative Pledges. None Holdings and the Borrowers shall not, and shall not permit any of the Borrowers Restricted Subsidiaries to, agree or covenant with any Person to restrict in any way its ability to grant any Lien on its assets in favor of the Non-Borrower Subsidiaries (Lenders, other than pursuant to the Insurance Subsidiary) shallABL Intercreditor Agreement, directly any First Lien/Second Lien Intercreditor Agreement, any Additional Intercreditor Agreement, any Pari Passu Intercreditor Agreement or indirectlyany other intercreditor agreement contemplated by this agreement, enter into and except that this Section 10.10 shall not apply to: any Contractual Obligation (other than covenants contained in this Agreement or any other Loan Document) Credit Documents or that limits exist on the ability Closing Date; covenants existing under the ABL Credit Documents and the Unsecured Notes Indenture, each as in effect on the First Restatement Effective Date or as amended in a manner consistent with any amendment to this Agreement or the other Credit Documents; the covenants contained in any Refinancing Term Loans, any Refinancing Note Documents, any Permitted Pari Passu Notes Documents or any Permitted Junior Debt (in each case so long as same do not restrict the granting of Liens to secure Indebtedness pursuant to this Agreement); covenants and agreements made in connection with any agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant or agreement applies solely to the Borrowers specific asset or Non-Borrower Subsidiaries (assets to which such Lien relates; customary provisions in leases, subleases, licenses or sublicenses and other than contracts restricting the Insurance right of assignment thereof; customary provisions in joint venture agreements and other similar agreements applicable to joint ventures that are applicable solely to such joint venture; restrictions imposed by law; customary restrictions and conditions contained in agreements relating to any sale of assets or Equity Interests pending such sale; provided such restrictions and conditions apply only to the Person or property that is to be sold; contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, if any) to create, incur, assume or suffer to exist Liens so long as such contractual obligations were not entered into solely in favor of the Administrative Agent on property contemplation of such PersonPerson becoming a Restricted Subsidiary; provided, however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred or provided pledges and restrictions on Liens in favor of any holder of Indebtedness (x) for borrowed money entered into after the Closing Date and otherwise permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a Lien junior basis; restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; restrictions on cash or other deposits imposed by Section 7.01(a) customers under contracts entered into in the ordinary course of business; and any restrictions on Liens imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Section 7.01(frefinancings of the contracts, instruments or obligations referred to in clauses (i), (y) such restrictions on deposits and pledges in connection with Liens permitted under Section 7.01(c), or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(eii), (III) Section 7.03(miii), or (IV) permitted renewalsix), extensions and refinancings thereof, in the case of each of clauses (x) and (y)xi) above; provided that such amendments, to modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the extent required by the terms good faith judgment of the documents evidencing the applicable Indebtedness and solely to the extent any such negative pledge relates to the property financed by or the subject of such IndebtednessLead Borrower, or any Excluded Trust Account established thereundernot materially more restrictive, (ii) taken as a restriction imposed whole, with respect to Excluded Collateralsuch encumbrance and other restrictions than those prior to such amendment, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant of a Lien under the Loan Documents to secure the applicable Hedge Bankmodification, (iv) a restriction on pledged cash restatement, renewal, increase, supplement, refunding, replacement or cash equivalents, if any, in favor of an issuer or correspondent issuer of a letter of credit or other credit support permitted under this Agreement, or (v) a restriction in favor of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in favor of the holder of such Indebtedness (or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)refinancing.

Negative Pledges. None of Except with respect to any Additional Unsecured Senior Debt, Subordinated Indebtedness, the Borrowers or First Cash Senior Notes, the Non-2018 Cash America Notes and any Indebtedness permitted under Section 6.11(w) (and any Permitted Refinancings thereof), neither the Borrower Subsidiaries (nor any other than the Insurance Subsidiary) shall, directly or indirectly, Loan Party will enter into any Contractual Obligation agreement prohibiting the creation or assumption of any Lien upon its properties or assets whether now owned or hereafter acquired, except with respect to (other than this Agreement a) specific property encumbered to secure payment of particular Indebtedness or any other Loan Documentto be sold pursuant to an executed agreement with respect to a disposition permitted under Section 6.13, (b) restrictions that limits the ability any of the Borrowers or Non-Borrower Subsidiaries (other than the Insurance Subsidiary, if any) to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred or provided are included in favor of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits and pledges contractual obligation entered into in connection with Liens a disposition permitted pursuant to Section 6.13 (or in connection with the payment in full of the Obligations) and (ii) relate only to assets subject to such asset sale, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses and other contracts entered into in the ordinary course of business, (d) provisions in customary joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder, (e) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (f) restrictions or conditions related to secured Indebtedness otherwise permitted to be incurred under Section 7.01(c)6.11(i) that limit the right of the obligor to dispose of the assets securing such Indebtedness or if such restrictions or conditions apply only to the Person obligated under such Indebtedness or the property or assets intended to secure such Indebtedness and (g) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03modifications, (II) Section 7.03(e)restatements, (III) Section 7.03(m), or (IV) permitted renewals, extensions and increases, supplements, refundings, replacements or refinancings thereofof the contracts referred to therein; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the case of each of clauses (x) and (y), to the extent required by the terms good faith judgment of the documents evidencing the applicable Indebtedness and solely to the extent any such negative pledge relates to the property financed by or the subject of such IndebtednessBorrower, or any Excluded Trust Account established thereunder, (ii) a restriction imposed no more restrictive with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant of a Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of an issuer or correspondent issuer of a letter of credit such encumbrance or other credit support permitted under this Agreementrestrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (v) a restriction in favor of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in favor of the holder of such Indebtedness (or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)refinancing.

Negative Pledges. None It shall not enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except (a) pursuant to this Agreement and the Security Documents, (b) pursuant to any document or instrument governing Existing Debt (including the Indenture, together with any other indenture, document or instrument governing the terms of any Indebtedness incurred in connection with a Permitted Refinancing so long as the prohibitions contained therein are not any more restrictive than those in the Indenture), or governing Capitalized Leases or purchase money debt incurred pursuant to SECTION 9.02, or if any such restriction contained therein relates only to the asset or assets acquired in connection therewith or in connection with any Lien permitted by SECTION 9.01, or any Disposition permitted by SECTION 9.04, (c) prohibitions or conditions under Applicable Law, rule or regulation, (d) any agreement or instrument to which any Person is a party existing on the date such Person first becomes a Subsidiary of a Credit Party or the date such agreement or instrument is otherwise assumed by a Credit Party (so long as such agreement or instrument was not entered into solely in contemplation of such Person becoming a Subsidiary of a Credit Party or such assumption and such prohibitions or conditions do not affect any other Subsidiary of the Borrowers or the Non-Borrower Subsidiaries Credit Party (other than the Insurance Subsidiary) shall, directly or indirectly, enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability any of the Borrowers or Non-Borrower Subsidiaries (other than the Insurance Subsidiary, if any) to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred or provided in favor Person having primary obligation for repayment of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(fsuch Indebtedness)), (ye) such restrictions on deposits customary provisions restricting subletting, transfer, assignment of any Lease governing any leasehold interest of a Credit Party, and pledges customary provisions in connection with Liens permitted under Section 7.01(c), or (z) outstanding under (I) Section 7.03(c) and listed on Part B any Lease of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, in any Credit Party restricting the case of each of clauses (x) and (y), to the extent required by the terms encumbrance of the documents evidencing the applicable Indebtedness and solely to the extent any such negative pledge relates to the property financed by or leasehold interest which is the subject of such IndebtednessLease without the prior consent of the landlord under such Lease, or and (f) customary provisions restricting assignment of any Excluded Trust Account established thereunder, (ii) a restriction imposed with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant of a Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of an issuer or correspondent issuer of a letter of credit licensing agreement or other credit support permitted under this Agreement, contract entered into by a Credit Party in the ordinary course of business; or (v) a restriction in favor restrictions on the transfer of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires asset pending the grant of a junior priority Lien in favor close of the holder sale of such Indebtedness (or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)asset.

Negative Pledges. None of the Borrowers or the Non-Borrower Subsidiaries (Agree with any Person other than the Insurance Subsidiary) shallAgent not to grant a security interest in or otherwise encumber, directly any of its property, or indirectly, enter into covenant to any Contractual Obligation (other than this Agreement Person that Borrower or any other Loan Document) that limits Subsidiary Guarantor in the ability future will refrain from creating, incurring, assuming or allowing any Lien with respect to any of the Borrowers Borrower’s or Non-Borrower Subsidiaries (other than the Insurance Subsidiarysuch Subsidiary Guarantor’s property, if any) to createin each case, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit except (i) any negative pledge incurred or provided in favor of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits and pledges in connection with Liens permitted under Section 7.01(c), or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, as set forth in the case of each of clauses (x) and (y), to the extent required by the terms of the documents evidencing the applicable Indebtedness and solely to the extent implementing any such negative pledge relates to the property financed by or the subject of such Permitted Additional Senior Indebtedness, or any Excluded Trust Account established thereunder, (ii) a restriction imposed with respect to Excluded Collateralcustomary restrictions on assignment in leases, license, contracts and other agreements, (iii) a restriction imposed under a Secured Hedge Agreement that requires any agreement evidencing Indebtedness secured by Liens permitted by Section 6.9, as to the grant of a Lien under the Loan Documents to secure the applicable Hedge Bankassets securing such Indebtedness, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of any agreement evidencing an issuer or correspondent issuer of a letter of credit asset sale or other credit support disposition permitted under by this Agreement, as to the assets being sold or disposed of, (v) restrictions or conditions contained in the documents governing the 2012 Senior Notes and the documents governing any refinancing, renewal, extension or amendment thereof permitted by Section 6.10(a) (provided such restrictions in any documents governing any refinancing, renewal, extension or amendment thereof permitted by Section 6.10(a) are not materially more restrictive, taken as a restriction whole and as determined in favor good faith and certified on behalf of Borrower by a Responsible Official, than those in the Indebtedness being refinanced), (vi) intellectual property licenses, (vii) Communications Licenses and other government licenses, authorizations, approvals, orders, consents and permits, (viii) customary provisions with respect to the creation or assumption of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien such Liens in favor of the holder of such Indebtedness (or an agent or trustee therefor) joint venture agreements to the extent that a Lien is granted such Joint Ventures are permitted hereunder and (ix) as set forth in favor of the Administrative Agent on property of documents governing any Permitted ECA Financings so long as such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)relate only to ECA Borrowers, ECA Guarantors and ECA Assets.

Negative Pledges. None of Except with respect to any Additional Unsecured Senior Debt, Subordinated Indebtedness, the Borrowers or First Cash Senior Notes and any Indebtedness permitted under Section 6.11(w) (and any Permitted Refinancings thereof), neither the Non-Borrower Subsidiaries (nor any other than the Insurance Subsidiary) shall, directly or indirectly, Loan Party will enter into any Contractual Obligation agreement prohibiting the creation or assumption of any Lien upon its properties or assets whether now owned or hereafter acquired, except with respect to (other than this Agreement a) specific property encumbered to secure payment of particular Indebtedness or any other Loan Documentto be sold pursuant to an executed agreement with respect to a disposition permitted under Section 6.13, (b) restrictions that limits the ability any of the Borrowers or Non-Borrower Subsidiaries (other than the Insurance Subsidiary, if any) to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred or provided are included in favor of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits and pledges contractual obligation entered into in connection with Liens a disposition permitted pursuant to Section 6.13 (or in connection with the payment in full of the Obligations) and (ii) relate only to assets subject to such asset sale, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses and other contracts entered into in the ordinary course of business, (d) provisions in customary joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder, (e) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (f) restrictions or conditions related to secured Indebtedness otherwise permitted to be incurred under Section 7.01(c), 6.11(i) that limit the right of the obligor to dispose of the assets securing such Indebtedness or (z) outstanding if such restrictions or conditions apply only to the Person obligated under (I) Section 7.03(c) and listed on Part B of Schedule 7.03such Indebtedness or the property or assets intended to secure such Indebtedness, (IIg) Section 7.03(e)customary restrictions pursuant to the terms of a Permitted Receivables Financing and (h) any encumbrances or restrictions of the types referred to in clauses (a) through (g) above imposed by any amendments, (III) Section 7.03(m)modifications, or (IV) permitted restatements, renewals, extensions and increases, supplements, refundings, replacements or refinancings thereofof the contracts referred to therein; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the case of each of clauses (x) and (y), to the extent required by the terms good faith judgment of the documents evidencing the applicable Indebtedness and solely to the extent any such negative pledge relates to the property financed by or the subject of such IndebtednessBorrower, or any Excluded Trust Account established thereunder, (ii) a restriction imposed no more restrictive with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant of a Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of an issuer or correspondent issuer of a letter of credit such encumbrance or other credit support permitted under this Agreementrestrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (v) a restriction in favor of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in favor of the holder of such Indebtedness (or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)refinancing.

Negative Pledges. None of Except with respect to any Additional Unsecured Senior Debt, Subordinated Indebtedness, the Borrowers or First Cash Senior Notes and any Indebtedness permitted under Section 6.11(w) (and any Permitted Refinancings thereof), neither the Non-Borrower Subsidiaries (nor any other than the Insurance Subsidiary) shall, directly or indirectly, Loan Party will enter into any Contractual Obligation agreement prohibiting the creation or assumption of any Lien upon its properties or assets whether now owned or hereafter acquired, except with respect to (other than this Agreement a) specific property encumbered to secure payment of particular Indebtedness or any other Loan Documentto be sold pursuant to an executed agreement with respect to a disposition permitted under Section 6.13, (b) restrictions that limits the ability any of the Borrowers or Non-Borrower Subsidiaries (other than the Insurance Subsidiary, if any) to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred or provided are included in favor of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits and pledges contractual obligation entered into in connection with Liens a disposition permitted pursuant to Section 6.13 (or in connection with the payment in full of the Obligations) and (ii) relate only to assets subject to such asset sale, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses and other contracts entered into in the ordinary course of business, (d) provisions in customary joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder, (e) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (f) restrictions or conditions related to secured Indebtedness otherwise permitted to be incurred under Section 7.01(c), 6.11(i) that limit the right of the obligor to dispose of the assets securing such Indebtedness or (z) outstanding if such restrictions or conditions apply only to the Person obligated under (I) Section 7.03(c) and listed on Part B of Schedule 7.03such Indebtedness or the property or assets intended to secure such Indebtedness, (IIg) Section 7.03(e)customary restrictions pursuant to the terms of a Permitted Receivables Financing and (gh) any encumbrances or restrictions of the types referred to in clauses (a) through (fg) above imposed by any amendments, (III) Section 7.03(m)modifications, or (IV) permitted restatements, renewals, extensions and increases, supplements, refundings, replacements or refinancings thereofof the contracts referred to therein; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the case of each of clauses (x) and (y), to the extent required by the terms good faith judgment of the documents evidencing the applicable Indebtedness and solely to the extent any such negative pledge relates to the property financed by or the subject of such IndebtednessBorrower, or any Excluded Trust Account established thereunder, (ii) a restriction imposed no more restrictive with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant of a Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of an issuer or correspondent issuer of a letter of credit such encumbrance or other credit support permitted under this Agreementrestrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (v) a restriction in favor of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in favor of the holder of such Indebtedness (or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)refinancing.

Negative Pledges. None The Borrower shall not, and shall not permit any of its Restricted Subsidiaries that are Subsidiary Guarantors to, agree or covenant with any Person to restrict in any way its ability to grant any Lien on its assets in favor of the Borrowers or the Non-Borrower Subsidiaries (Lenders, other than pursuant to the Insurance SubsidiaryIntercreditor Agreement, any Additional Intercreditor Agreement, any Pari Passu Intercreditor Agreement or any other intercreditor agreement contemplated by this agreement, and except that this Section 10.10 shall not apply to: (i) shall, directly or indirectly, enter into any Contractual Obligation (other than covenants contained in this Agreement or any other Credit Documents or that exist on the Closing Date; (ii) covenants existing under the ABL Credit Agreement as in effect on the Closing Date (or as amended in a manner not prohibited by this Agreement or the other Credit Documents) and the other credit documents pursuant thereto; (iii) the covenants contained in any Refinancing Note Documents, any Refinancing Term Loan DocumentDocuments, any Permitted Pari Passu Notes Documents, any Permitted Pari Passu Loan Documents or any Permitted Junior Debt (in each case so long as same do not restrict the granting of Liens to secure Indebtedness pursuant to this Agreement); (iv) that limits the ability any of the Borrowers or Non-Borrower Subsidiaries (other than the Insurance Subsidiary, if any) to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits covenants and pledges agreements made in connection with Liens any agreement relating to secured Indebtedness permitted under Section 7.01(c), by this Agreement but only if such covenant or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, in the case of each of clauses (x) and (y), to the extent required by the terms of the documents evidencing the applicable Indebtedness and agreement applies solely to the extent any specific asset or assets to which such negative pledge relates to the property financed by or the subject of such Indebtedness, or any Excluded Trust Account established thereunder, (ii) a restriction imposed with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant of a Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of an issuer or correspondent issuer of a letter of credit or other credit support permitted under this Agreement, or relates; (v) a restriction customary provisions in favor leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment thereof; (vi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures that are applicable solely to such joint venture; (vii) restrictions imposed by law; (viii) customary restrictions and conditions contained in agreements relating to any holder sale of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in favor of the holder of assets or Equity Interests pending such Indebtedness (or an agent or trustee therefor) sale; provided such restrictions and conditions apply only to the extent Person or property that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith).to be sold; 107

Negative Pledges. None of the Borrowers or the Non-Borrower Subsidiaries (Agree with any Person other than the Insurance Subsidiary) shallAgent not to grant a security interest in or otherwise encumber, directly any of its property, or indirectly, enter into covenant to any Contractual Obligation (other than this Agreement Person that Borrower or any other Loan Document) that limits Subsidiary Guarantor in the ability future will refrain from creating, incurring, assuming or allowing any Lien with respect to any of Borrower’s or such Subsidiary Guarantor’s property (including under the Borrowers or Non-Borrower Subsidiaries (other than the Insurance Subsidiaryspecified conditions set forth in Section 6.21), if any) to createin each case, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit except (i) any negative pledge incurred or provided in favor of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits and pledges in connection with Liens permitted under Section 7.01(c), or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, as set forth in the case of each of clauses (x) and (y), to the extent required by the terms of the documents evidencing the applicable Indebtedness and solely to the extent implementing any such negative pledge relates to the property financed by or the subject of such Permitted Additional Indebtedness, or any Excluded Trust Account established thereunder, (ii) a restriction imposed with respect to Excluded Collateralcustomary restrictions on assignment in leases, license, contracts and other agreements, (iii) a restriction imposed under a Secured Hedge Agreement that requires any agreement evidencing Indebtedness secured by Liens permitted by Section 6.9, as to the grant of a Lien under the Loan Documents to secure the applicable Hedge Bankassets securing such Indebtedness, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of any agreement evidencing an issuer or correspondent issuer of a letter of credit asset sale or other credit support disposition permitted under by this Agreement, as to the assets being sold or disposed of, (v) restrictions or conditions contained in the documents governing the 2020 Senior Notes and the documents governing any refinancing, renewal, extension or amendment thereof permitted by Section 6.10(a) (provided such restrictions in any documents governing any refinancing, renewal, extension or amendment thereof permitted by Section 6.10(a) are not materially more restrictive, taken as a restriction whole and as determined in favor good faith and certified on behalf of Borrower by a Responsible Official, than those in the Indebtedness being refinanced), (vi) intellectual property licenses, (vii) Communications Licenses and other government licenses, authorizations, approvals, orders, consents and permits, (viii) customary provisions with respect to the creation or assumption of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien such Liens in favor of the holder of such Indebtedness (or an agent or trustee therefor) joint venture agreements to the extent that a Lien is granted such Joint Ventures are permitted hereunder and (ix) as set forth in favor of the Administrative Agent on property of documents governing any Permitted ECA Financings so long as such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)relate only to ECA Borrowers, ECA Guarantors and ECA Assets.

Negative Pledges. None It shall not, and it shall not permit any of the Borrowers or the Non-Borrower its Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectlyto, enter into any Contractual Obligation (other than this Agreement agreement prohibiting the creation or assumption of any other Loan Document) that limits the ability Lien upon any of the Borrowers its properties or Non-Borrower Subsidiaries (other than the Insurance Subsidiaryassets, if any) to createwhether now owned or hereafter acquired, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit except (i) pursuant to this Agreement and the Security Documents, (ii) pursuant to any negative pledge document or instrument governing Existing Debt (and any Permitted Refinancing thereof) or governing Capital Lease Obligations or purchase money debt incurred pursuant to Section 9.02 if any such restriction contained therein relates only to the asset or provided assets acquired in favor of connection therewith or in connection with any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a9.01 or any Disposition permitted by Section 9.04; (iii) or Section 7.01(f)pursuant to the Existing Credit Agreement, the Permitted Loan Trading Platform Facility, the Permitted Warehouse Facility, the Viner Debentures (y) such restrictions on deposits and pledges as defined in connection with Liens permitted under Section 7.01(c), or (z) outstanding under (I) Section 7.03(cthe Asset Purchase Agreement) and listed on Part B of Schedule 7.03, the C Israel Indebtedness (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, as defined in the case of each of clauses (xAsset Purchase Agreement) as and (y), to the extent required consistent with the definitions of those instruments; (iv) prohibitions or conditions under applicable law, rule or regulation; (v) any agreement or instrument to which any Person is a party existing on the date such Person first becomes a Subsidiary of the Borrower or the date such agreement or instrument is otherwise assumed by the terms Borrower or any of its Subsidiaries (so long as such agreement or instrument was not entered into solely in contemplation of such Person becoming a Subsidiary of the documents evidencing Borrower or such assumption and such prohibitions or conditions do not affect any other Subsidiary of the applicable Indebtedness and solely to the extent any Borrower (other than Subsidiaries of such negative pledge relates to the property financed by or the subject Person having primary obligation for repayment of such Indebtedness, )); (vi) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Excluded Trust Account established thereunder, of its Subsidiaries; (iivii) a restriction imposed with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant customary provisions restricting assignment of a Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of an issuer or correspondent issuer of a letter of credit any licensing agreement or other credit support permitted under this Agreement, contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; or (vviii) a restriction in favor restrictions on the transfer of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires asset pending the grant of a junior priority Lien in favor close of the holder sale of such Indebtedness (or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)asset.

Negative Pledges. None of Except with respect to any Additional Unsecured Senior Debt or Subordinated Indebtedness (and any Permitted Refinancings thereof), the Borrowers or the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectly, will not enter into any Contractual Obligation agreement prohibiting the creation or assumption of any Lien upon its properties or assets whether now owned or hereafter acquired, except with respect to (other than this Agreement a) specific property encumbered to secure payment of particular Indebtedness or any other Loan Documentto be sold pursuant to an executed agreement with 69 respect to a disposition permitted under Section 6.13, (b) restrictions that limits the ability any of the Borrowers or Non-Borrower Subsidiaries (other than the Insurance Subsidiary, if any) to create, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit (i) any negative pledge incurred or provided are included in favor of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits and pledges contractual obligation entered into in connection with Liens a disposition permitted pursuant to Section 6.13 (or in connection with the payment in full of the Obligations) and (ii) relate only to assets subject to such asset sale, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses and other contracts entered into in the ordinary course of business, (d) provisions in customary joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder, (e) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (f) restrictions or conditions related to secured Indebtedness otherwise permitted to be incurred under Section 7.01(c)6.11(i) that limit the right of the obligor to dispose of the assets securing such Indebtedness or if such restrictions or conditions apply only to the Person obligated under such Indebtedness or the property or assets intended to secure such Indebtedness and (g) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03modifications, (II) Section 7.03(e)restatements, (III) Section 7.03(m), or (IV) permitted renewals, extensions and increases, supplements, refundings, replacements or refinancings thereofof the contracts referred to therein; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the case of each of clauses (x) and (y), to the extent required by the terms good faith judgment of the documents evidencing the applicable Indebtedness and solely to the extent any such negative pledge relates to the property financed by or the subject of such IndebtednessBorrower, or any Excluded Trust Account established thereunder, (ii) a restriction imposed no more restrictive with respect to Excluded Collateral, (iii) a restriction imposed under a Secured Hedge Agreement that requires the grant of a Lien under the Loan Documents to secure the applicable Hedge Bank, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of an issuer or correspondent issuer of a letter of credit such encumbrance or other credit support permitted under this Agreementrestrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (v) a restriction in favor of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in favor of the holder of such Indebtedness (or an agent or trustee therefor) to the extent that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith).refinancing

Negative Pledges. None of the Borrowers or the Non-Borrower Subsidiaries (Agree with any Person other than the Insurance Subsidiary) shallAdministrative Agent not to grant a security interest in or otherwise encumber, directly any of its property, or indirectly, enter into covenant to any Contractual Obligation (other than this Agreement Person that Borrower or any other Loan Document) that limits Subsidiary Guarantor in the ability future will refrain from creating, incurring, assuming or allowing any Lien with respect to any of the Borrowers Borrower’s or Non-Borrower Subsidiaries (other than the Insurance Subsidiarysuch Subsidiary Guarantor’s property, if any) to createin each case, incur, assume or suffer to exist Liens in favor of the Administrative Agent on property of such Person; provided, however, that this Section 7.09 shall not prohibit except (i) any negative pledge incurred or provided in favor of any holder of Indebtedness (x) secured by a Lien permitted by Section 7.01(a) or Section 7.01(f), (y) such restrictions on deposits and pledges in connection with Liens permitted under Section 7.01(c), or (z) outstanding under (I) Section 7.03(c) and listed on Part B of Schedule 7.03, (II) Section 7.03(e), (III) Section 7.03(m), or (IV) permitted renewals, extensions and refinancings thereof, as set forth in the case of each of clauses (x) and (y), to the extent required by the terms of the documents evidencing the applicable Indebtedness and solely to the extent implementing any such negative pledge relates to the property financed by or the subject of such Permitted Additional Senior Indebtedness, or any Excluded Trust Account established thereunder, (ii) a restriction imposed with respect to Excluded Collateralcustomary restrictions on assignment in leases, license, contracts and other agreements, (iii) a restriction imposed under a Secured Hedge Agreement that requires any agreement evidencing Indebtedness secured by Liens permitted by Section 6.9, as to the grant of a Lien under the Loan Documents to secure the applicable Hedge Bankassets securing such Indebtedness, (iv) a restriction on pledged cash or cash equivalents, if any, in favor of any agreement evidencing an issuer or correspondent issuer of a letter of credit asset sale or other credit support disposition permitted under by this Agreement, as to the assets being sold or disposed of, (v) a restriction restrictions or conditions contained in favor the documents governing the 2012 Notes, the documents governing the 2009 Notes and the documents governing any refinancing, renewal or extension thereof permitted by Section 6.10(a) of any holder of secured Indebtedness incurred pursuant to Section 7.03(j) that requires the grant of a junior priority Lien in favor of the holder foregoing (provided such restrictions in any documents governing any refinancing, renewal or extension thereof permitted by Section 6.10(a) are not materially more restrictive, taken as a whole and as determined in good faith and certified on behalf of Borrower by a Responsible Official, than those in the Indebtedness being refinanced), (vi) intellectual property licenses, (vii) government licenses and (viii) customary provisions with respect to the creation or assumption of any such Indebtedness (or an agent or trustee therefor) Liens in joint venture agreements to the extent that a Lien is granted in favor of the Administrative Agent on property of such Person (including customary restrictions in any “junior lien” intercreditor agreement delivered in connection therewith)Joint Ventures are permitted hereunder.