Common use of No Further Negative Pledges Clause in Contracts

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) 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, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Each of the Credit Party shallParties will not, nor shall will it permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation 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 to secure obligations under such agreement if security is given for some other obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument governing Indebtedness incurred pursuant to Section 7.1(c), provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument Instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iiid) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions contained in any agreement relating to the a disposition of any property or assets permitted under Section 8.9 hereunder pending the consummation of such disposition, and (ivg) customary provisions restricting assignments, subletting or other transfers restrictions contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of businessTerm Loan Agreement.

No Further Negative Pledges. No Credit Party shallExcept with respect to prohibitions against other encumbrances on specific property encumbered to secure payment of particular Indebtedness (which Indebtedness relates solely to such specific property, nor shall it permit any of its Subsidiaries toand improvements and accretions thereto and proceeds thereof, and is otherwise permitted hereby), enter into any Contractual Obligation (other than this Agreement and agreement prohibiting the other Credit Documents) that limits the ability creation or assumption of any Credit Party Lien upon the properties or assets of the Borrower or any such Subsidiary Loan Party to createsecure the Obligations, incur, assume whether now owned or suffer to exist Liens on property of such Personhereafter acquired; provided, however, provided that this Section 8.3 the foregoing shall not prohibit apply to (w) any prohibitions or requirements set forth either (i) in any negative pledge incurred Loan Document or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or in any document with respect to any other Indebtedness so long as such prohibition permits a Lien securing the Obligations either without securing such other Indebtedness or instrument governing any Permitted Lien; provided that any by requiring such restriction contained therein relates only other Indebtedness also to be secured by a Lien on such assets, either pari passu with or on a subordinated basis to the asset or assets subject to such Permitted LienObligations, (iiix) restrictions or conditions imposed by law, (y) customary restrictions and conditions contained in any agreement agreements relating to the disposition sale of any asset or property pending such sale, provided such restrictions and conditions apply only to the asset or assets property that is sold and such sale is permitted under Section 8.9 pending the consummation of such disposition, and hereunder or (ivz) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture licenses and other agreements and similar agreements entered into in restricting the ordinary course of businessassignment thereof.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party the Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(k), solely to the extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Borrower to secure any Indebtedness, (iii) 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, (iiiiv) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 8.10 pending the consummation of such disposition, and (ivv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their 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 obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, (d) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (e) obligations that are binding on a person at the time such Person first becomes a Subsidiary of a Borrower or any of the other Credit Parties, and (f) customary restrictions contained in an agreement relating to a Disposition that limit the transfer of encumbrances of the property or assets relating to such Disposition pending consummation thereof; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their 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 obligation, except (other than a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) or 6.1(j); provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) 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, (iiid) customary restrictions and conditions anti-assignment provisions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, leases and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar licensing agreements entered into in the ordinary course of business, (e) restrictions imposed by law, (f) customary restrictions contained in agreements relating to the sale of a Subsidiary of the Company pending such sale, so long as such restrictions and conditions apply only to such Subsidiary and such sale is permitted hereunder and (g) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions apply only to the property or assets securing such Indebtedness.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien securing the Credit Party Obligations upon any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given to secure the Credit Party Obligations, except (other than a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) or 6.1(j); provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to asset or assets constructed or acquired in connection therewith or the property financed by or subject to Permitted Liens securing such IndebtednessForeign Subsidiary party thereto, (iic) 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, (iiid) customary restrictions and conditions anti-assignment provisions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, leases and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar licensing agreements entered into in the ordinary course of business, (e) restrictions imposed by law, (f) customary restrictions contained in agreements relating to the sale of a Subsidiary of the Company pending such sale, so long as such restrictions and conditions apply only to such Subsidiary and such sale is permitted hereunder and (g) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions apply only to the property or assets securing such Indebtedness.

No Further Negative Pledges. No Each of the Credit Party shallParties will not, nor shall will it permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation 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 to secure obligations under such agreement if security is given for some other obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument governing Indebtedness incurred pursuant to Section 7.1(c), (h) or (j), provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument Instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iiid) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions contained in any agreement relating to the a disposition of any property or assets permitted under Section 8.9 hereunder pending the consummation of such disposition, and (ivg) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of businessRevolving Credit Agreement.

No Further Negative Pledges. No Each of the Credit Party shallParties will not, nor shall will it permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation 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 to secure obligations under such agreement if security is given for some other obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument governing Indebtedness incurred pursuant to Section 7.1(c) or (h), provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument Instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iiid) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions contained in any agreement relating to the a disposition of any property or assets permitted under Section 8.9 hereunder pending the consummation of such disposition, and (ivg) customary provisions restricting assignments, subletting or other transfers restrictions contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of businessRevolving Credit Agreement.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party the Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(l), solely to the extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Borrower to secure any Indebtedness, (iii) 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, (iiiiv) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 8.10 pending the consummation of such disposition, and (ivv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Each of the Credit Party shallParties will not, nor shall will it permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation 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 obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c), provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed, improved or acquired in connection therewith, (iic) 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, (iiid) customary restrictions and conditions contained non-assignment provisions in any agreement relating leases or licenses governing leasehold interests or licenses, as applicable, to the disposition extent such provisions restrict the transfer of any property the lease or assets permitted under Section 8.9 pending the consummation of such dispositionlicense, as applicable, and (ive) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements pursuant to any sale agreement entered into in the ordinary course of businessconnection with any Asset Disposition permitted hereunder.

No Further Negative Pledges. No Credit The Borrower will not permit any Consolidated Party shallto enter into, nor shall it permit assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided Property in favor of the Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any holder of security for any obligation if such Property is given as security for the Obligations, except (a) in connection with any document or instrument governing Indebtedness permitted under incurred pursuant to Section 8.1(e7.1(c), solely provided that any such restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired (or proceeds thereof) in connection therewith, (iib) 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 LienLien (or proceeds thereof), (iiic) pursuant to customary restrictions and conditions contained in any agreement relating to the disposition sale of any property or assets Property permitted under Section 8.9 7.5, pending the consummation of such dispositionsale, (d) in connection with any document or instrument governing other Indebtedness the issuance of which would not cause a Default or Event of Default hereunder, provided that the aggregate amount of each Transaction (for the purposes hereof, "Transaction" means each class of Indebtedness having separate voting rights) for the incurrence of such Indebtedness is in excess of $20,000,000, (e) customary non-assignment provisions in contracts and (ivf) customary provisions restricting assignments, subletting or other transfers pursuant to the terms and conditions contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of businessSenior Subordinate Note Indenture.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Restricted Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their 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 obligation, except (other than a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to the First Lien Credit Documents, (c) pursuant to any document or instrument governing purchase money Indebtedness or Capital Leases permitted pursuant to Section 6.1; provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iid) 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, (iiie) customary restrictions and conditions contained in any specific property to be sold pursuant to an executed agreement relating with respect to the disposition of any property or assets a permitted under Section 8.9 pending the consummation of such dispositionAsset Disposition, and (ivf) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements licenses and similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be).

No Further Negative Pledges. No Credit Permit any Consolidated Party shallto enter into, nor shall it permit assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any holder of security for any obligation if such Property is given as security for the Obligations, except (a) in connection with any document or instrument governing Indebtedness permitted under incurred pursuant to Section 8.1(e7.03(c), solely provided that any such restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired (or proceeds thereof) in connection therewith, (iib) 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 LienLien (or proceeds thereof), (iiic) pursuant to customary restrictions and conditions contained in any agreement relating to the disposition sale of any property or assets Property permitted under Section 8.9 7.05, pending the consummation of such dispositionsale, and (ivd) customary provisions restricting assignmentsin connection with any document or instrument governing other "Significant Indebtedness" the issuance of which would not cause a Default or Event of Default hereunder (for the purposes hereof, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business."

No Further Negative Pledges. No Credit Party shallThe Company will not, nor shall will it permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation 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 obligation, except (other than a) pursuant to this Agreement and the other Credit Loan Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to subsection 7.1(iv), (vii) and (xi); provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) 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, (iiid) any instrument governing Indebtedness acquired in an acquisition permitted under subsection 7.7(ii) so long as such Indebtedness was not incurred in contemplation of such acquisition, (e) customary restrictions and conditions contained nonassignment provisions in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting leases or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of businessbusiness and consistent with past practices, (f) customary restrictions pursuant to an agreement that has been entered into for the sale, transfer, lease or other dispo- sition permitted under this Agreement so long as such restrictions apply only to the property or assets subject to such agreement and (g) the Subordinated Debt Documents and the Second Lien Credit Agreement.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their 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 obligation, except (other than a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to the First Lien Credit Documents, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) (provided that limits the ability of any Credit Party or any such Subsidiary restriction contained therein relates only to create, incur, assume the asset or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred assets constructed or provided acquired in favor of any holder of Indebtedness permitted under Section 8.1(econnection therewith), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness(f) and (g), (iid) any Permitted Lien or any document or instrument governing any Permitted Lien; Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iiie) customary non-assignment provisions of leases, subleases, licenses and sublicenses, (f) restrictions in joint venture and partnership agreements, (g) restrictions on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in asset sale agreements, stock sale agreements and other similar agreements, and (h) restrictions and conditions contained applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation anticipation of such dispositionacquisition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of businessapplying solely to such acquired Subsidiary.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their 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 obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, (d) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (e) obligations that are binding on a person at the time such Person first becomes a Subsidiary of thea Borrower or any of the other Credit Parties, and (f) customary restrictions contained in an agreement relating to a Disposition that limit the transfer of encumbrances of the property or assets relating to such Disposition pending consummation thereof; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their 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 obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, (d) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (e) obligations that are binding on a person at the time such Person first becomes a Subsidiary of the Borrower or any of the other Credit Parties, and (f) customary restrictions contained in an agreement relating to a Disposition that limit the transfer of encumbrances of the property or assets relating to such Disposition pending consummation thereof; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Restricted Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their 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 obligation, except (other than a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing purchase money Indebtedness or Capital Leases permitted pursuant to Section 6.1; provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) 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, (iiid) customary restrictions and conditions contained in any specific property to be sold pursuant to an executed agreement relating with respect to the disposition of any property or assets a permitted under Section 8.9 pending the consummation of such dispositionAsset Disposition, and (ive) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements licenses and similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be).

No Further Negative Pledges. No Credit Party shallThe Borrower will not, nor shall will it permit any of its Subsidiaries direct or indirect Subsidiary to, enter into into, assume or become subject to any Contractual Obligation 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 obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(b), provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) 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, (iiid) customary such prohibitions and/or restrictions existing as of the Closing Date and conditions contained made known in any agreement relating writing to the disposition of any property Agent on or assets permitted under Section 8.9 pending prior to the consummation of such disposition, Closing Date and (ive) any customary non-assignment provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements subleases or other contracts entered into in the ordinary course of business.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) 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, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.. Notwithstanding the foregoing or anything in this Agreement to the contrary, at no time shall the Credit Parties be permitted to create, incur, assume or suffer to exist Liens on any interest (fee, leasehold or otherwise) owned by the Borrower or any of its Subsidiaries as of the Closing Date in any real property located in the State of Florida. Section 8.4

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their 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 obligation, except (other than a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to the Second Lien Credit Documents, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) (provided that limits the ability of any Credit Party or any such Subsidiary restriction contained therein relates only to create, incur, assume the asset or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred assets constructed or provided acquired in favor of any holder of Indebtedness permitted under Section 8.1(econnection therewith), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness(f) and (g), (iid) any Permitted Lien or any document or instrument governing any Permitted Lien; Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iiie) customary non-assignment provisions of leases, subleases, licenses and sublicenses, (f) restrictions in joint venture and partnership agreements, (g) restrictions on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in asset sale agreements, stock sale agreements and other similar agreements, and (h) restrictions and conditions contained applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation anticipation of such dispositionacquisition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of businessapplying solely to such acquired Subsidiary.

No Further Negative Pledges. No Credit Party shall, Neither Company nor shall it permit any of its Subsidiaries to, shall 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 this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor an agreement prohibiting only the creation of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Subordinated Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A(ii), as to the asset or assets subject to securing such Permitted LienIndebtedness, (iii) any agreement evidencing an asset sale, as to the assets being sold, (iv) restrictions imposed by the terms of the French Facility upon the assets of Hexcel Composites S.A. and Hexcel Reinforcements S.A.S. (and any of their wholly-owned Subsidiaries); (v) customary anti-assignment provisions and restrictions contained in leases, licensing agreements, joint venture agreements and other agreements entered into by Company or such Subsidiary in the ordinary course of its business, (vi) restrictions imposed by applicable law or as a result of the fiduciary duty of directors to such Subsidiaries and (vii) customary restrictions and conditions contained in any agreement agreements relating to the disposition sale of any property or assets a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of businesshereunder.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Restricted Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their 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 obligation, except (other than a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing purchase money Indebtedness or Capital Leases permitted pursuant to Section 6.1; provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iid) 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, (iiie) customary restrictions and conditions contained in any specific property to be sold pursuant to an executed agreement relating with respect to the disposition of any property or assets a permitted under Section 8.9 pending the consummation of such dispositionAsset Disposition, and (ivf) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements licenses and similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be).

No Further Negative Pledges. No Each of the Credit Party shallParties will not, nor shall will it permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation 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 to secure obligations under such agreement if security is given for some other obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument governing Indebtedness incurred pursuant to Section 7.1(c), provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument Instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iiid) customary restrictions and conditions contained on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in any agreement relating to the disposition of any property such lease, sublease, license or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, and (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such disposition.