Common use of No Further Negative Pledges; Restrictive Agreements Clause in Contracts

No Further Negative Pledges; Restrictive Agreements. Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of any Credit Party to create, incur or permit to exist any Lien upon any of its property or assets of a type constituting Collateral to secure the Secured Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to holders of its Equity Interests or to make or repay loans or advances to the Company or any Restricted Subsidiary or to Guarantee Indebtedness of the Company or any Restricted Subsidiary; provided that (a) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or in the ABL Facility; (b) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder; (c) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or Permitted Liens if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (d) clause (i) of the foregoing shall not apply to customary provisions in leases, licenses, and other contracts restricting the assignment thereof; (e) the foregoing shall not apply to restrictions on Equity Interests in joint ventures contained in any documents relating to the formation or governance thereof; and (f) clause (ii) of the foregoing shall not apply to restrictions pursuant to the Senior Subordinated Notes, any Refinancing Notes or any other indenture or agreement governing the issuance of unsecured Indebtedness permitted to be incurred hereunder; provided that such restrictions and conditions are customary for such Indebtedness as reasonably determined in the good faith judgment of the Company.

No Further Negative Pledges; Restrictive Agreements. Enter intoThe Co-Borrowers will not, incur nor will they permit any Restricted Subsidiary to, enter into or permit to exist any agreement Contractual Obligation (other than this Agreement or any other arrangement Loan Document) that prohibits, restricts or imposes any condition upon (i) limits the ability of (A) the Co-Borrowers or any Credit Party Guarantor to create, incur incur, assume or permit suffer to exist any Lien upon any Liens on property of its property or assets such Person for the benefit of a type constituting Collateral to secure the Secured Obligations, Parties with respect to the Obligations or under the Loan Documents or (iiB) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to holders any of its Equity Interests Capital Stock or to make or repay loans or advances to the Company any Co-Borrower or any Restricted Subsidiary or to Guarantee guarantee Indebtedness of the Company a Co-Borrower or any Restricted Subsidiary; provided that (a) that the foregoing shall not apply to restrictions Contractual Obligations that (i)(x) exist on the Effective Date and conditions imposed by law or by any Loan Document or in the ABL Facility; (b) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale extent not otherwise permitted by this Section 7.2B) are listed on Schedule 7.2 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness or other obligations, are set forth in any agreement evidencing any permitted refinancing of such Indebtedness or obligation so long as such refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Co-Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Co-Borrower, (iii) represent Indebtedness of a Restricted Subsidiary pending of a Co-Borrower that is not a Guarantor to the extent such Indebtedness is permitted by Section 7.1, (iv) arise pursuant to agreements entered into with respect to any sale, provided transfer, lease or other disposition permitted by Section 7.6B, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.3 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) with respect to clause (A) above, are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.1, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) with respect to clause (A) above, are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions and conditions apply only relate to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder; assets subject thereto or proceeds thereof, (cviii) clause (i) of the foregoing shall not apply to comprise restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or Permitted Liens if pursuant to Section 7.1 to the extent that such restrictions or conditions apply only to the property or assets securing such Indebtedness; , (dix) with respect to clause (iA) of the foregoing shall not apply to above, are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Co-Borrower or any Restricted Subsidiary, (x) with respect to clause (A) above, are customary provisions restricting assignment of any agreement entered into in leasesthe ordinary course of a Real Estate Business, licenses, and other contracts restricting the assignment thereof; (exi) the foregoing shall not apply to are restrictions on Equity Interests in joint ventures contained in any documents relating to the formation cash or governance thereof; and (f) clause (ii) of the foregoing shall not apply to restrictions pursuant to the Senior Subordinated Notes, any Refinancing Notes or any other indenture or agreement governing the issuance of unsecured Indebtedness permitted to be incurred hereunder; provided that such restrictions and conditions are customary for such Indebtedness as reasonably determined deposits imposed by customers under contracts entered into in the good faith judgment ordinary course of business, (xii) are imposed by Applicable Law, (xiii) exist under the Company.Unsecured Facility Loan Documents and any documentation governing Refinanced Unsecured Facility Indebtedness and (xiv) contractual obligations that require “lockbox” or similar obligations with respect to Non-Recourse Indebtedness. 113 CREDIT AGREEMENT

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, incur into or permit to exist assume any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets to secure the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other arrangement that prohibitsobligation, restricts or imposes any condition upon except (i) pursuant to this Agreement and the ability of any Credit Party to createother Loan Documents, incur or permit to exist any Lien upon any of its property or assets of a type constituting Collateral to secure the Secured Obligations, or (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(n) (provided that any such restriction contained therein relates only to the ability asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Restricted Non-Guarantor Subsidiary to pay dividends as of the Closing Date, (iv) customary restrictions in connection with any Permitted Lien or other distributions with respect to holders of its Equity Interests any document or to make or repay loans or advances instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the Company asset or any Restricted Subsidiary or assets subject to Guarantee such Permitted Lien), (v) restrictions existing on the Closing Date and set forth on Schedule 9.10 to the Disclosure Letter, (vi) restrictions in agreement in connection with Indebtedness of the Company or any Restricted Subsidiary; provided that permitted by Section 9.1(c), (avii) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or contained in the ABL Facility; Private Placement Note Purchase Agreement and the documents and agreements entered into in connection therewith, (bviii) restrictions contained in documents and agreements governing Additional Pari Passu Debt, (ix) customary restrictions contained in contractual obligations incurred in the foregoing shall not apply to ordinary course of business and on customary terms which limit Liens on such contractual obligation, (x) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest and other customary provisions in licenses and other contracts restricting the assignment thereof, (xi) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Restricted Subsidiary pending such sale, an Asset Sale permitted by Section 9.5; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is asset to be sold sold, (xii) any prohibition or limitation that exists pursuant to any applicable Requirement of Law, and such sale is permitted hereunder; (cxiii) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or Permitted Liens if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (d) clause (i) of the foregoing shall not apply to customary provisions in leases, licenses, and other contracts restricting the assignment thereof; (e) the foregoing shall not apply to restrictions on Equity Interests in joint ventures prohibitions contained in any documents relating agreements binding on any Subsidiary existing prior to the formation or governance thereof; and consummation of an acquisition in which such Subsidiary was acquired (f) clause (ii) and not created in contemplation of the foregoing shall not apply to restrictions pursuant to the Senior Subordinated Notes, any Refinancing Notes or any other indenture or agreement governing the issuance of unsecured Indebtedness permitted to be incurred hereundersuch acquisition); provided that such restrictions and conditions are customary prohibitions apply only to such Subsidiary. (b) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to (i) pay dividends or make any other distributions to any Credit Party or any Subsidiary on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Credit Party or (iii) make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) the Private Placement Note Purchase Agreement and the documents and agreements entered into in connection therewith and (D) restrictions contained in documents and agreements governing Additional Pari Passu Debt. (c) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to (i) sell, lease or transfer any of its properties or assets to any Credit Party or (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(n) (provided that any such restriction contained therein relates only to the asset or assets acquired in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as reasonably determined such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 9.5) that limit the transfer of such Property pending the consummation of such sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary provisions restricting assignment of any agreement entered into in the good faith judgment ordinary course of business, (I) the CompanyPrivate Placement Note Purchase Agreement and the documents and agreements entered into in connection therewith, (J) restrictions contained in documents and agreements governing Additional Pari Passu Debt and (K) restrictions contained in documents and agreements governing Indebtedness permitted under Section 9.1(n).

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, incur assume or permit be subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon (i) the ability assumption of any Credit Party to create, incur or permit to exist any Lien upon any of its property properties or assets of a type constituting Collateral to secure the Secured Obligations, whether now owned or hereafter acquired, or requiring the grant of any security on any properties or assets of the Credit Parties for any obligation if security on such properties or assets is given for the Obligations, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the ability asset or assets financed thereby) and restrictions imposed on a Foreign Subsidiary in any document or instrument governing Indebtedness of a Foreign Subsidiary incurred pursuant to Section 9.1, (iii) customary restrictions contained in the organizational documents of any Restricted Non-Guarantor Subsidiary to pay dividends as of the Closing Date, (iv) customary restrictions in connection with any Permitted Lien or other distributions with respect to holders of its Equity Interests any document or to make or repay loans or advances instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the Company asset or any Restricted Subsidiary or assets subject to Guarantee Indebtedness of the Company or any Restricted Subsidiary; provided that such Permitted Lien), (av) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or in the ABL Facility; (b) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating an agreement related to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only Property (to the Restricted Subsidiary that is to be sold and extent such sale is permitted hereunder; pursuant to Section 9.5) that limit the transfer of such Property pending the consummation of such sale, (cvi) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating Governmental Authority or pursuant to secured Indebtedness permitted by this Agreement any Governmental Approval or Permitted Liens if such restrictions or conditions apply only to the property or assets securing such Indebtedness; Applicable Law, (dvii) clause (i) of the foregoing shall not apply to customary provisions in leases, licenses, permits and other contracts restricting agreements entered into in the ordinary course of business prohibiting the assignment thereof;of such leases, licenses, permits and other agreements and the property subject thereto, and (viii) obligations that bind a Person at the time such Person first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary. (eb) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the foregoing ability of any Credit Party or any Subsidiary thereof to (i) pay dividends or make any other distributions to any Credit Party or any Subsidiary on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Credit Party, (iii) make loans or advances to any Credit Party, (iv) sell, lease or transfer any of its properties or assets to any Credit Party or (v) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof (provided that this clause (v) shall not apply to any Foreign Subsidiary), except in each case for such encumbrances or restrictions on Equity Interests existing under or by reason of (A) this Agreement and the other Loan Documents, (B) any Governmental Authority, Governmental Approval or Applicable Law, (C) in joint ventures the case of clause (i) above (with respect to Foreign Subsidiaries only) and clause (iv) above, any document or instrument governing secured Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained in any documents relating therein relates only to the formation asset or governance thereof; and assets financed in connection therewith) or Section 9.1(e) (f) clause (ii) of the foregoing shall not apply to restrictions pursuant provided that any such restriction contained therein relates only to the Senior Subordinated Notes, any Refinancing Notes asset or any other indenture assets or agreement governing the issuance of unsecured Indebtedness permitted to be incurred hereunder; provided that such Subsidiary so acquired) and restrictions and conditions are customary for such imposed on a Foreign Subsidiary in any document or instrument governing Indebtedness as reasonably determined of a Foreign Subsidiary incurred pursuant to Section 9.1, (D) in the good faith judgment case of clause (iv) above, any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the CompanyBorrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) in the case of clause (iv) above, customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 9.5) that limit the transfer of such Property pending the consummation of such sale, (G) in the case of clause (iv) above, customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto and (H) in the case of clause (iv) above, customary provisions restricting assignment of any agreement entered into in the ordinary course of business.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, incur assume or permit be subject to exist any agreement prohibiting or other arrangement that prohibitsotherwise restricting the creation or assumption of any Lien upon its properties or assets in favor of the Administrative Agent or the Lenders, restricts whether now owned or imposes any condition upon hereafter acquired, except (i) pursuant to this Agreement and the ability of any Credit Party to createother Loan Documents, incur or permit to exist any Lien upon any of its property or assets of a type constituting Collateral to secure the Secured Obligations, or (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1 in connection with Capital Leases and purchase money Indebtedness to finance the acquisition, lease, construction or improvement of assets or property (provided that any such restriction contained therein relates only to the asset or assets acquired in connection therewith), (iii) restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien); (iv) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business; (v) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 9.5) that limit the transfer or encumbrance of such Property pending the consummation of such sale; (vi) restrictions imposed by any Governmental Authority or pursuant to any Governmental Approval or Applicable Law; (vii) pursuant to the Senior Notes and Permitted Refinancings thereof (so long as the foregoing do not prohibit or otherwise restrict the creation or assumption of any Lien securing the Obligations); and (viii) obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary. (b) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (i) pay dividends or make any other distributions with respect to holders of any Credit Party or any Restricted Subsidiary on its Equity Interests Capital Stock, (ii) pay any Indebtedness or other obligation owed to the Borrower or any Subsidiary Guarantor, (iii) make or repay loans or advances to the Company Borrower or any Restricted Subsidiary Guarantor, (iv) sell, lease or transfer any of its properties or assets to Guarantee Indebtedness of the Company Borrower or any Restricted Subsidiary; provided that Subsidiary Guarantor or (av) act as a Guarantor pursuant to the foregoing Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof (provided, that this clause (v) shall not apply to any Foreign Subsidiary), except (in respect of any of the matters referred to in clauses (i) through (v) above) for such encumbrances or restrictions and conditions imposed by law existing under or by reason of (A) this Agreement and the other Loan Documents, (B) any Loan Document Governmental Authority, Governmental Approval or Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1 in connection with Capital Leases and purchase money Indebtedness to finance the ABL Facility; acquisition, lease, construction or improvement of assets or property (bprovided that any such restriction contained therein relates only to the asset or assets acquired in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the foregoing shall asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Person at the time such Person first becomes a Restricted Subsidiary of the Borrower, so long as such obligations are not apply to entered into in contemplation of such Person becoming a Restricted Subsidiary, (F) customary restrictions and conditions contained in agreements relating an agreement related to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only Property (to the Restricted Subsidiary that is to be sold and extent such sale is permitted hereunder; pursuant to Section 9.5) that limit the transfer of such Property pending the consummation of such sale, (cG) clause (i) of the foregoing shall not apply to customary restrictions in leases, subleases, licenses and sublicenses or conditions imposed by any agreement relating to secured Indebtedness asset sale agreements otherwise permitted by this Agreement or Permitted Liens if so long as such restrictions or conditions apply relate only to the property or assets securing such Indebtedness; subject thereto and (dH) clause (i) of the foregoing shall not apply to customary provisions in leases, licenses, and other contracts restricting the assignment thereof; (e) the foregoing shall not apply to restrictions on Equity Interests in joint ventures contained in of any documents relating to the formation or governance thereof; and (f) clause (ii) of the foregoing shall not apply to restrictions pursuant to the Senior Subordinated Notes, any Refinancing Notes or any other indenture or agreement governing the issuance of unsecured Indebtedness permitted to be incurred hereunder; provided that such restrictions and conditions are customary for such Indebtedness as reasonably determined entered into in the good faith judgment ordinary course of the Companybusiness.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, incur assume or permit be subject to exist any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other arrangement that prohibitsobligation, restricts or imposes any condition upon except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any agreement, document or instrument governing Indebtedness incurred pursuant to Section 8.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) pursuant to any agreement, document or instrument governing Indebtedness incurred pursuant to Section 8.1(o) (provided that any such restriction contained therein relates only to the assets of the Foreign Subsidiary incurring such Indebtedness), (iv) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date and, solely to the extent required by Applicable Law, any other customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary, (v) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.3(o) and applicable solely to such joint venture, (vi) customary provisions restricting assignment of any lease, license and other agreement entered into in the ordinary course of business, (vii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (viii) pursuant to any agreement, document or instrument of any Subsidiary or imposing restrictions or requirements with respect to any Property in existence at the time such Subsidiary or Property was acquired, so long as such restrictions or requirements are not entered into in contemplation of such Person becoming a Subsidiary or the acquisition of such Property (and any amendment, modification or extension thereof that does not expand the scope of any such restriction or requirement and is not more adverse to the rights or interests of the Lenders than such restriction or requirement in effect prior to such amendment, modification or extension), and (ix) customary restrictions and conditions contained in an agreement related to the sale or other disposition of any Property (to the extent such sale or other disposition is permitted pursuant to Section 8.5) that limit the transfer of such Property pending the consummation of such sale or disposition, solely as to Property being sold or disposed of. (b) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to create, incur or permit to exist any Lien upon any of its property or assets of a type constituting Collateral to secure the Secured Obligations, or (iii) the ability of any Restricted Subsidiary to pay dividends or make any other distributions with respect to holders of any Credit Party or any Subsidiary on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Credit Party or (iii) make or repay loans or advances to the Company any Credit Party, except in each case for such encumbrances or any Restricted Subsidiary or to Guarantee Indebtedness of the Company or any Restricted Subsidiary; provided that (a) the foregoing shall not apply to restrictions and conditions imposed by law existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) Indebtedness permitted under Section 8.1(o) (provided that any Loan Document or in such restriction and encumbrance contained therein relates only to the ABL Facility; Foreign Subsidiary incurring such Indebtedness), (bD) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating an agreement related to the sale or other disposition of any Property (to the extent such sale or other disposition is permitted pursuant to Section 8.5) that limit the transfer of such Property pending the consummation of such sale or disposition, solely as to Property being sold or disposed of, and (E) any restrictions or encumbrances imposed on any Person prior to the date such Person becomes a Subsidiary, so long as such restrictions or encumbrances were not entered into in contemplation of such Person becoming a Subsidiary (and any amendment, modification or extension thereof that does not expand the scope of any such restriction or encumbrance and is not more adverse to the rights or interests of the Lenders than such restriction or encumbrance in effect prior to such amendment, modification or extension). (c) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to (i) sell, lease or transfer any of its properties or assets to any Credit Party or (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired in connection therewith), (D) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(o) (provided that any such restriction contained therein relates only to the Foreign Subsidiary incurring such Indebtedness and its assets), (E) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (F) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary (and any amendment, modification or extension thereof that does not expand the scope of any such restriction or encumbrance and is not more adverse to the rights or interests of the Lenders than such restriction or encumbrance in effect prior to such amendment, modification or extension), (G) customary restrictions contained in an agreement related to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only Property (to the Restricted Subsidiary that is to be sold and extent such sale is permitted hereunder; pursuant to Section 8.5) that limit the transfer of such Property pending the consummation of such sale, (cH) clause (i) of the foregoing shall not apply to customary restrictions in leases, subleases, licenses and sublicenses or conditions imposed by any agreement relating to secured Indebtedness asset sale agreements otherwise permitted by this Agreement or Permitted Liens if so long as such restrictions or conditions apply relate only to the property or assets securing such Indebtedness; subject thereto and (dI) clause (i) customary provisions restricting assignment of any agreement entered into in the foregoing ordinary course of business. Notwithstanding the foregoing, the Borrower and its Domestic Subsidiaries shall not apply grant any Person, or suffer to customary provisions exist, control over any Deposit Accounts or Securities Accounts (within the meaning of UCC 9-104(a)(2) or UCC 9-106(a)), other than (I) pursuant to Control Agreements entered into pursuant to Section 8.16 or the Collateral Agreement or (II) in leasesconnection with Liens permitted pursuant to Section 8.2(e), licensesSection 8.2(f), Section 8.2(q), Section 8.2(s), and other contracts restricting the assignment thereof; (eSection 8.2(w) the foregoing shall not apply limited solely to restrictions on Equity Interests in joint ventures contained in any documents relating to the formation or governance thereof; and (f) clause (ii) of the foregoing shall not apply to restrictions pursuant to the Senior Subordinated Notesdeposits, any Refinancing Notes or any other indenture or agreement governing the issuance of unsecured Indebtedness permitted to be incurred hereunder; provided that such restrictions pledges and conditions are customary for such Indebtedness as reasonably determined in the good faith judgment of the Companyescrow arrangements so permitted.

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, incur assume or permit be subject to exist any agreement prohibiting or otherwise restricting the creation or assumption of any Lien in favor of the Administrative Agent upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other arrangement that prohibitsobligation, restricts or imposes any condition upon except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d), (i) and (s) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) restrictions contained in the organizational documents of any Non-Guarantor Subsidiary, (iv) restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower (which obligation is not applicable to any Person, or the properties or assets of any Person, other than such Subsidiary), so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, and any extension or renewal thereof so long as such extension or renewal does not expand the scope of such restrictions in any material respect, (vi) customary anti-assignment provisions in contracts restricting the assignment thereof, (vii) restrictions existing on the Closing Date and described on Schedule 9.10 to the Disclosure Letter and any extension or renewal thereof so long as such extension or renewal does not expand the scope of such restrictions in any material respect, (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 9.3, (ix) restrictions imposed by Applicable Law, (x) customary restrictions contained in leases, subleases or licenses otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (xi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower and its Subsidiaries, (xii) restrictions on cash or Cash Equivalents or deposits imposed by customers under contracts entered into in the ordinary course of business (or otherwise constituting Liens permitted by Section 9.2 on such cash or Cash Equivalents or deposits), (xiii) customary net worth provisions contained in real property leases or licenses of intellectual property entered into by the Borrower or any of its Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Credit Parties and their Subsidiaries to meet their ongoing obligations and (xiv) customary restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or consolidation) entered into by the Borrower or any Subsidiary, solely to the extent in effect pending consummation of such transaction and so long as such restrictions relate only to the assets subject thereto. (b) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to create, incur or permit to exist any Lien upon any of its property or assets of a type constituting Collateral to secure the Secured Obligations, or (iii) the ability of any Restricted Subsidiary to pay dividends or make any other distributions with respect to holders of any Credit Party or any Subsidiary on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Credit Party, (iii) make or repay loans or advances to any Credit Party or (iv) sell, lease or transfer any of its properties or assets to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the Company other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired in connection therewith), (D) any Permitted Lien or any Restricted document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary or to Guarantee Indebtedness at the time such Subsidiary first becomes a Subsidiary of the Company Borrower, 119071794_7 so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, and any extension or renewal thereof so long as such extension or renewal does not expand the scope of such restrictions in any material respect, (F) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 9.5) that limit the transfer of such Property pending the consummation of such sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary provisions restricting assignment of any agreement, (I) restrictions existing on the Closing Date and described on Schedule 9.10 to the Disclosure Letter and any extension or renewal thereof so long as such extension or renewal does not expand the scope of such restrictions in any material respect, (J) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.3, (K) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower and its Subsidiaries, (L) restrictions on cash or Cash Equivalents or deposits imposed by customers under contracts entered into in the ordinary course of business (or otherwise constituting Liens permitted by Section 9.2 on such cash or Cash Equivalents or deposits), (M) customary net worth provisions contained in real property leases or licenses of intellectual property entered into by the Borrower or any Restricted Subsidiary; provided that of its Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Credit Parties and their Subsidiaries to meet their ongoing obligations and (aN) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or in the ABL Facility; (b) the foregoing shall not apply to customary restrictions and conditions contained in asset sale agreements, purchase agreements relating and acquisition agreements (including by way of merger, acquisition or consolidation) entered into by the Borrower or any Subsidiary solely to the sale extent in effect pending consummation of a Restricted Subsidiary pending such sale, provided transaction and so long as such restrictions and conditions apply relate only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder; (c) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or Permitted Liens if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (d) clause (i) of the foregoing shall not apply to customary provisions in leases, licenses, and other contracts restricting the assignment thereof; (e) the foregoing shall not apply to restrictions on Equity Interests in joint ventures contained in any documents relating to the formation or governance thereof; and (f) clause (ii) of the foregoing shall not apply to restrictions pursuant to the Senior Subordinated Notes, any Refinancing Notes or any other indenture or agreement governing the issuance of unsecured Indebtedness permitted to be incurred hereunder; provided that such restrictions and conditions are customary for such Indebtedness as reasonably determined in the good faith judgment of the Companysubject thereto.

No Further Negative Pledges; Restrictive Agreements. Enter intoU.S. XxxXx and the Co-Borrowers will not, incur nor will they permit any Restricted Subsidiary to, enter into or permit to exist any agreement Contractual Obligation (other than this Agreement or any other arrangement Loan Document) that prohibits, restricts or imposes any condition upon (i) limits the ability of (A) the Co-Borrowers or any Credit Party Guarantor to create, incur incur, assume or permit suffer to exist any Lien upon any Liens on property of its property or assets such Person for the benefit of a type constituting Collateral to secure the Secured Obligations, Parties with respect to the Obligations or under the Loan Documents or (iiB) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to holders any of its Equity Interests Capital Stock or to make or repay loans or advances to the Company U.S. XxxXx, any Co-Borrower or any Restricted Subsidiary or to Guarantee guarantee Indebtedness of the Company U.S. XxxXx, a Co-Borrower or any Restricted Subsidiary; provided that (a) that the foregoing shall not apply to restrictions Contractual Obligations that (i)(x) exist on the Effective Date and conditions imposed by law or by any Loan Document or in the ABL Facility; (b) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale extent not otherwise permitted by this Section 7.2B) are listed on Schedule 7.2 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness or other obligations, are set forth in any agreement evidencing any permitted refinancing of such Indebtedness or obligation so long as such refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Co-Borrower or U.S. XxxXx, as applicable, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Co-Borrower or U.S. XxxXx, as applicable, (iii) represent Indebtedness of a Restricted Subsidiary pending of a Co-Borrower or U.S. XxxXx, as applicable, that is not a Guarantor to the extent such Indebtedness is permitted by Section 7.1, (iv) arise pursuant to agreements entered into with respect to any sale, provided transfer, lease or other disposition permitted by Section 7.6B, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.3 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) with respect to clause (A) above, are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.1, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) with respect to clause (A) above, are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions and conditions apply only relate to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder; assets subject thereto or proceeds thereof, (cviii) clause (i) of the foregoing shall not apply to comprise restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or Permitted Liens if pursuant to Section 7.1 to the extent that such restrictions or conditions apply only to the property or assets securing such Indebtedness; , (dix) with respect to clause (iA) of the foregoing shall not apply to above, are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of U.S. XxxXx, a Co-Borrower or any Restricted Subsidiary, (x) with respect to clause (A) above, are customary provisions restricting assignment of any agreement entered into in leasesthe ordinary course of a Real Estate Business, licenses, and other contracts restricting the assignment thereof; (exi) the foregoing shall not apply to are restrictions on Equity Interests cash or other deposits imposed by customers under contracts entered into in joint ventures contained in the ordinary course of business, (xii) are imposed by Applicable Law, (xiii) exist under the Unsecured Facility Loan Documents and any documents relating to documentation governing Refinanced Unsecured Facility Indebtedness (including, for the formation or governance thereof; and (f) clause (ii) avoidance of the foregoing shall not apply to restrictions pursuant to doubt, the Senior Subordinated Unsecured Notes, any Refinancing Notes ) and (xiv) contractual obligations that require “lockbox” or any other indenture or agreement governing the issuance of unsecured Indebtedness permitted similar obligations with respect to be incurred hereunder; provided that such restrictions and conditions are customary for such Indebtedness as reasonably determined in the good faith judgment of the CompanyNon-Recourse Indebtedness.

No Further Negative Pledges; Restrictive Agreements. Enter intoThe Borrower will not, incur nor will it permit any Restricted Subsidiary to, enter into or permit to exist any agreement Contractual Obligation (other than this Agreement or any other arrangement Loan Document) that prohibits, restricts or imposes any condition upon (i) limits the ability of (A) the Borrower or any Credit Party Subsidiary Guarantor to create, incur incur, assume or permit suffer to exist any Lien upon any Liens on property of its property or assets such Person for the benefit of a type constituting Collateral to secure the Secured Obligations, Parties with respect to the Obligations or under the Loan Documents or (iiB) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to holders any of its Equity Interests Capital Stock or to make or repay loans or advances to the Company Borrower or any Restricted Subsidiary or to Guarantee guarantee Indebtedness of the Company Borrower or any Restricted Subsidiary; provided that (a) that the foregoing shall not apply to restrictions Contractual Obligations that (i)(x) exist on the Effective Date and conditions imposed by law or by any Loan Document or in the ABL Facility; (b) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale extent not otherwise permitted by this Section 7.2B) are listed on Schedule 7.1 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness or other obligations, are set forth in any agreement evidencing any permitted refinancing of such Indebtedness or obligation so long as such refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of Holdings, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Holdings, (iii) represent Indebtedness of a Restricted Subsidiary pending of Holdings that is not a Subsidiary Guarantor to the extent such Indebtedness is not prohibited by this Agreement, (iv) arise pursuant to agreements entered into with respect to any sale, provided transfer, lease or other disposition permitted by Section 7.5B, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.2 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) with respect to clause (A) above, are negative pledges and restrictions on Liens in favor of any holder of Indebtedness to the extent not prohibited by this Agreement, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) with respect to clause (A) above, are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions and conditions apply only relate to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder; assets subject thereto or proceeds thereof, (cviii) clause (i) of the foregoing shall not apply to comprise restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted not prohibited by this Agreement or Permitted Liens if to the extent that such restrictions or conditions apply only to the property or assets securing such Indebtedness; , (dix) with respect to clause (A) above, are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (x) with respect to clause (A) above, are customary provisions restricting assignment of any agreement entered into in the ordinary course of a Permitted Business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are imposed by Applicable Law, (xiii) contractual obligations that require “lockbox” or similar obligations with respect to Non–Recourse Indebtedness, (xiv) arise under Credit Agreements or other Credit Facilities of any Restricted Subsidiary formed or operating in Canada, Project Level Indebtedness of any Restricted Subsidiary or preferred stock issued by any Restricted Subsidiary as otherwise permitted by this Agreement, in each case so long as such Contractual Obligations are not materially more restrictive, taken as a whole, than those applicable to the Restricted Subsidiaries under this Agreement on the Effective Date, it being understood that Contractual Obligations substantially similar to those contained in the Senior Unsecured 2012 Notes Indenture shall be permitted under this clause (xiv) so long as such limitations shall not materially affect the Borrower’s ability to make anticipated principal, interest and fee payments in respect of the Loans and, in the case of any limitation of the type described in clause (A) above relating to Project Level Indebtedness, such limitation extends only to the specific property or properties being acquired, constructed, installed or improved with the proceeds of such Project Level Indebtedness and the proceeds thereof, and (xv) any encumbrances or restrictions of the type referred to in clauses (A) and (B) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) of the foregoing shall not apply to customary provisions in leases, licenses, and other contracts restricting the assignment thereof; through (e) the foregoing shall not apply to restrictions on Equity Interests in joint ventures contained in any documents relating to the formation or governance thereof; and (f) clause (iixiv) of the foregoing shall not apply to restrictions pursuant to the Senior Subordinated Notes, any Refinancing Notes or any other indenture or agreement governing the issuance of unsecured Indebtedness permitted to be incurred hereunderthis Section 7.1B; provided that such restrictions and conditions are customary for such Indebtedness as reasonably determined amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the CompanyBorrower, not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges; Restrictive Agreements. Enter into(a) The Transaction Parties will not, incur and will not permit any Subsidiary to, enter into or permit to exist assume any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets to secure the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other arrangement that prohibitsobligation, restricts or imposes any condition upon except (i) pursuant to this Agreement and the ability of any Credit Party to createother Transaction Documents, incur or permit to exist any Lien upon any of its property or assets of a type constituting Collateral to secure the Secured Obligations, or (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 10.1(n) (provided that any such restriction contained therein relates only to the ability asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Restricted Non-Guarantor Subsidiary to pay dividends as of the Closing Date, (iv) customary restrictions in connection with any Permitted Lien or other distributions with respect to holders of its Equity Interests any document or to make or repay loans or advances instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the Company asset or any Restricted Subsidiary or assets subject to Guarantee such Permitted Lien), (v) restrictions existing on the Closing Date and set forth on Schedule 10.10 to the Disclosure Letter, (vi) restrictions in agreement in connection with Indebtedness of the Company or any Restricted Subsidiary; provided that permitted by Section 10.1(c), (avii) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or contained in the ABL Facility; Credit Agreement and the documents and agreements entered into in connection therewith, (bviii) restrictions contained in documents and agreements governing Additional Pari Passu Debt, (ix) customary restrictions contained in contractual obligations incurred in the foregoing shall not apply to ordinary course of business and on customary terms which limit Liens on such contractual obligation, (x) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest and other customary provisions in licenses and other contracts restricting the assignment thereof, (xi) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Restricted Subsidiary pending such sale, an Asset Sale permitted by Section 10.5; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is asset to be sold sold, (xii) any prohibition or limitation that exists pursuant to any applicable Requirement of Law, and such sale is permitted hereunder; (cxiii) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or Permitted Liens if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (d) clause (i) of the foregoing shall not apply to customary provisions in leases, licenses, and other contracts restricting the assignment thereof; (e) the foregoing shall not apply to restrictions on Equity Interests in joint ventures prohibitions contained in any documents relating agreements binding on any Subsidiary existing prior to the formation or governance thereof; and consummation of an acquisition in which such Subsidiary was acquired (f) clause (ii) and not created in contemplation of the foregoing shall not apply to restrictions pursuant to the Senior Subordinated Notes, any Refinancing Notes or any other indenture or agreement governing the issuance of unsecured Indebtedness permitted to be incurred hereundersuch acquisition); provided that such restrictions and conditions are customary prohibitions apply only to such Subsidiary. (b) The Transaction Parties will not, and will not permit any Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Transaction Party or any Subsidiary thereof to (i) pay dividends or make any other distributions to any Transaction Party or any Subsidiary on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Transaction Party or (iii) make loans or advances to any Transaction Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Transaction Documents, (B) Applicable Law, (C) the Credit Agreement and the documents and agreements entered into in connection therewith and (D) restrictions contained in documents and agreements governing Additional Pari Passu Debt. (c) The Transaction Parties will not, and will not permit any Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Transaction Party or any Subsidiary thereof to (i) sell, lease or transfer any of its properties or assets to any Transaction Party or (ii) act as a Transaction Party pursuant to the Transaction Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Transaction Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness as reasonably determined incurred pursuant to Section 10.1(n) (provided that any such restriction contained therein relates only to the asset or assets acquired in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the good faith judgment asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Company, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 10.5) that limit the transfer of such Property pending the consummation of such sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (I) the Credit Agreement and the documents and agreements entered into in connection therewith, (J) documents and agreements governing Additional Pari Passu Debt and (K) documents and agreements governing Indebtedness permitted under Section 10.1(n).

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, incur into or permit to exist assume any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets to secure the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other arrangement that prohibitsobligation, restricts or imposes any condition upon except (i) pursuant to this Agreement and the ability of any Credit Party to createother Loan Documents, incur or permit to exist any Lien upon any of its property or assets of a type constituting Collateral to secure the Secured Obligations, or (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(n) (provided that any such restriction contained therein relates only to the ability asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Restricted Non-Guarantor Subsidiary to pay dividends as of the Closing Date, (iv) customary restrictions in connection with any Permitted Lien or other distributions with respect to holders of its Equity Interests any document or to make or repay loans or advances instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the Company asset or any Restricted Subsidiary or assets subject to Guarantee such Permitted Lien), (v) restrictions existing on the Closing Date and set forth on Schedule 9.10 to the Disclosure Letter, (vi) restrictions in agreement in connection with Indebtedness of the Company or any Restricted Subsidiary; provided that permitted by Section 9.1(c), (avii) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or contained in the ABL Facility; Private Placement Note Purchase Agreement and the documents and agreements entered into in connection therewith, (bviii) restrictions contained in documents and agreements governing Additional Pari Passu Debt, (ix) customary restrictions contained in contractual obligations incurred in the foregoing shall not apply to ordinary course of business and on customary terms which limit Liens on such contractual obligation, (x) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest and other customary provisions in licenses and other contracts restricting the assignment thereof, (xi) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Restricted Subsidiary pending such sale, an Asset Disposition permitted by Section 9.5; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is asset to be sold sold, (xii) any prohibition or limitation that exists pursuant to any Applicable Law, and such sale is permitted hereunder; (cxiii) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or Permitted Liens if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (d) clause (i) of the foregoing shall not apply to customary provisions in leases, licenses, and other contracts restricting the assignment thereof; (e) the foregoing shall not apply to restrictions on Equity Interests in joint ventures prohibitions contained in any documents relating agreements binding on any Subsidiary existing prior to the formation or governance thereof; and consummation of an acquisition in which such Subsidiary was acquired (f) clause (ii) and not created in contemplation of the foregoing shall not apply to restrictions pursuant to the Senior Subordinated Notes, any Refinancing Notes or any other indenture or agreement governing the issuance of unsecured Indebtedness permitted to be incurred hereundersuch acquisition); provided that such restrictions and conditions are customary prohibitions apply only to such Subsidiary. (b) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to (i) pay dividends or make any other distributions to any Credit Party or any Subsidiary on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Credit Party or (iii) make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) the Private Placement Note Purchase Agreement and the documents and agreements entered into in connection therewith and (D) restrictions contained in documents and agreements governing Additional Pari Passu Debt. (c) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to (i) sell, lease or transfer any of its properties or assets to any Credit Party or (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(n) (provided that any such restriction contained therein relates only to the asset or assets acquired in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as reasonably determined such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 9.5) that limit the transfer of such Property pending the consummation of such sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) customary provisions restricting assignment of any agreement entered into in the good faith judgment ordinary course of business, (I) the CompanyPrivate Placement Note Purchase Agreement and the documents and agreements entered into in connection therewith, (J) restrictions contained in documents and agreements governing Additional Pari Passu Debt and (K) restrictions contained in documents and agreements governing Indebtedness permitted under Section 9.1(n).

No Further Negative Pledges; Restrictive Agreements. Enter into, incur Create or permit to exist or become effective or enter into any agreement consensual encumbrance or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of any Credit Party to create, incur or permit to exist any Lien upon any of its property or assets of a type constituting Collateral to secure the Secured Obligations, or (ii) restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions with respect on its Capital Stock owned by the Borrower or any Restricted Subsidiary or pay any Indebtedness or other obligation owed to holders of its Equity Interests the Borrower or to any Restricted Subsidiary, (ii) make or repay loans or advances to the Company Borrower or any Restricted Subsidiary thereof or (iii) transfer any of its property or assets to Guarantee Indebtedness of the Company Borrower or any Restricted Subsidiary; provided that (a) . However, the foregoing preceding provisions shall not apply to restrictions and conditions imposed the following: (1) any encumbrance or restriction in existence on the Closing Date, including those required by law the ABL Revolver or the Senior Notes Indenture by any Loan Document other agreement or documents entered into in connection with the ABL Revolver or the Senior Notes Indenture and any amendments, modifications, restatements, renewals, increases, supplements or Refinancings, of any of the foregoing agreements or documents, or any other Credit Facility, provided that the terms of such amendments, modifications, restatements, renewals, increases, supplements or Refinancings of any such other Credit Facility, in the ABL Facilitygood-faith judgment of the Borrower , are not, taken as a whole, materially more restrictive than the dividend or other payment restrictions contained in these agreements on the Closing Date or Refinancings thereof; (b2) the foregoing shall not apply any encumbrance or restriction pursuant to customary restrictions and conditions contained in agreements an agreement relating to an acquisition of property (whether directly or through the sale purchase of Equity Interests of the Person owning such property), so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (3) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the or merges with or into a Restricted Subsidiary that on or after the Closing Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to be sold and such sale is permitted hereunder; (c) clause (i) of the foregoing shall not apply to restrictions any Person or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement or Permitted Liens if such restrictions or conditions apply only to the property or assets securing of any Person other than such IndebtednessPerson or the property or assets of such Person becoming a Restricted Subsidiary; (d4) any encumbrance or restriction pursuant to an agreement effecting a permitted Refinancing or extension of Indebtedness issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (1) through (3), so long as the encumbrances and restrictions contained in any such Refinancing agreement are not, taken as a whole, in the good-faith judgment of the Borrower , materially more restrictive than the encumbrances and restrictions contained in the agreements governing the Indebtedness being Refinanced; (5) customary provisions restricting subletting or assignment of any lease, contract, or license of the Borrower or any Restricted Subsidiary, customary provisions restricting the disposition of assets subject to a lease or license, or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (6) any encumbrance or restriction by reason of applicable law, rule, regulation or order; (7) any encumbrance or restriction under any Loan Document; (8) any encumbrance or restriction under an agreement relating to a disposition of assets or Capital Stock, including, without limitation, any agreement for the sale or other disposition of or by a Subsidiary that restricts distributions, loans or transfers by that Subsidiary pending its sale or other disposition; (9) restrictions on cash and other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, under contracts entered into in the ordinary course of business; (10) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, limited liability company agreements, partnership agreements, shareholder agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (11) any instrument governing any Indebtedness or Capital Stock of a Person acquired by the Borrower or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be Incurred; (12) purchase-money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (iii) of the first paragraph hereof; (13) provisions of agreements relating to Permitted Liens; (14) Indebtedness Incurred or Equity Interests issued by an Restricted Subsidiary; provided that the restrictions contained in the agreements or instruments relating thereto (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant or (ii) shall not, taken as a whole, in the good-faith judgment of the foregoing shall not apply Board of Directors of the Borrower , materially adversely affect the Borrower’s ability to customary provisions in leasespay all principal, licensesinterest and premium, if any, on the Notes, and other contracts restricting (b) are not, taken as a whole, in the assignment thereofgood-faith judgment of the Board of Directors of the Borrower , materially more restrictive than is customary in comparable financings; (e15) the foregoing shall not apply to customary encumbrances or restrictions on Equity Interests in joint ventures contained in any documents relating to agreements entered into in the formation or governance thereofordinary course of business in connection with Hedging Obligations permitted under the Loan Documents; and (f16) clause (ii) of the foregoing shall not apply to restrictions pursuant to the Senior Subordinated Notes, any Refinancing Notes or any other indenture or agreement governing Indebtedness entered into after the issuance of unsecured Indebtedness permitted to be incurred hereunder; provided Closing Date that such contains encumbrances and restrictions and conditions that are customary for such Indebtedness not, taken as reasonably determined a whole, in the good good-faith judgment of the CompanyBoard of Directors of the Borrower, materially more restrictive than those in effect on the Closing Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Closing Date. Nothing contained in this Section 9.8 shall prevent the Borrower or any Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens in compliance with Section 9.2 or (ii) restricting the sale or other disposition of property or assets of the Borrower or any Restricted Subsidiary that secure Indebtedness of the Borrower or any Restricted Subsidiary Incurred in accordance with the Sections 9.1 and 9.2.