Common use of No Negative Pledges Clause in Contracts

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligations, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easements.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Parent Borrower or any of its Subsidiaries other Credit Party except than those contained in that exist by reason of any restriction existing under the First Lien Indebtedness Loan Documents, the Term Loan Documents or the Second Lien Loan Documents as in effect on the documents evidencing other date hereof; provided, however, that agreements governing Indebtedness incurred by Foreign Subsidiaries permitted hereunder but only to hereby may contain customary restrictions on the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documentsassets of such Foreign Subsidiaries. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Administrative Agent, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing (A) Liens permitted pursuant to Sections 5.1(h) and 5.1(iSection 7.01(h), 7.01(i) or 7.01(w) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted LiensLiens or (B) Indebtedness permitted pursuant to Section 7.05(d) or 7.05(g), (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) restrictions and conditions applicable to customer deposits imposed by customers of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists the Loan Parties under contracts entered into the Ordinary Course of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easements.Business,

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual restriction prohibition or encumbrance of any kind limitation on the ability of any Credit Party or such Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer a Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documentsof its Subsidiaries. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Agent, whether now owned or hereafter acquired except acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: (i) in connection with any document encumbrances or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset restrictions existing under or assets subject to such permitted Liens, (ii) restrictions set forth in a lease by reason of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, this Agreement and the other Loan Documents; (B) consists Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or disposition, but only pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to the property subject such encumbrances and restrictions than those prior to such sale amendment or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsrefinancing.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained in the First Second Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Second Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligations, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided provided, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the IssuerBorrower’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easements.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party Party, other than as set forth in this Agreement or the other Loan Documents and except those for customary restrictions and conditions contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only any agreement relating to the extent not more restrictive than sale of any Property permitted under Section 5.2 pending the restrictions contained in the First Lien Indebtedness Documentsconsummation of such sale. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsan Agent, whether now owned or hereafter acquired except (ia) in connection with any document or instrument governing Liens permitted pursuant to Sections subsections 5.1(h), 5.1(i) and 5.1(i), 5.1(w) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (iib) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to operating leases and other third-party contracts, customary limitations on the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment ability of a party thereto to assign its interests in the underlying contract without the consent of the other party thereto (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment ) and (c) customary restrictions and conditions contained in any agreement relating to the sale of any lease governing a leasehold interest, Property permitted under Section 5.2 pending the consummation of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementssale.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Parent Borrower or any of its Subsidiaries other Credit Party except than those contained in that exist by reason of any restriction existing under the First Lien Indebtedness Loan Documents, or the Term Loan Documents or the Second Lien Loan Documents as in effect on the documents evidencing other Indebtedness permitted hereunder but only date hereof; provided, however, that (i) Second Lien Documents may contain restrictions on terms and conditions reasonably acceptable to the extent not more restrictive than Collateral Agent and (ii) agreements governing Indebtedness incurred by Foreign Subsidiaries permitted hereby may contain customary restrictions on the restrictions contained in the First Lien Indebtedness Documentsassets of such Foreign Subsidiaries. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Administrative Agent, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing (A) Liens permitted pursuant to Sections 5.1(h) and 5.1(iSection 7.01(h), 7.01(i) or 7.01(w) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted LiensLiens or (B) Indebtedness permitted pursuant to Section 7.05(d) or 7.05(g), (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) restrictions and conditions applicable to customer deposits imposed by customers of the Loan Parties under contracts entered into the Ordinary Course of Business, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder; provided such restrictions are limited to the assets being sold and (v) customary provisions in joint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Stock or Stock Equivalents in such joint venture (excluding for greater certainty, provisions that relate to the pledge of any Credit Party such Stock or Subsidiary thereof Stock Equivalents in such joint venture which shall be permitted hereunder to be made in favor of the Administrative Agent); provided that such restrictions and conditions were not entered into in contemplation or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit connection with such dispositions without granting such reciprocal easementsPerson becoming a Subsidiary.

No Negative Pledges. (a) No Credit Except pursuant to the Note Documents and the First Mortgage Notes Indenture, (i) no Note Party shall, and no Credit Note Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Note Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Note Party’s or Subsidiary’s Stock or Stock Equivalents (other than Constar Holland with respect to any Constar Holland Financing) or to pay fees, including management fees, or make other payments and distributions to the Issuer Issuers or any other Credit Note Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit and (ii) no Note Party shall, and no Credit Note Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired except acquired, except, in any case under clauses (i) or (ii) above, in connection with (1) any document or instrument governing Liens permitted pursuant to Sections subsections 5.1(h) and 5.1(ior (i), the Constar Holland Financing or the First Mortgage Notes Indenture, provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, Liens and (iii2) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, disposition or (C) restricts licensing or licensing, sublicensing or assignment of a contract (provided nothing therein limits but not the ability creation of a party thereto Lien thereon to assign its interests in and to all proceeds derived from or in connection with such contractthe extent constituting Collateral), or subletting or assignment of any lease governing a leasehold interest, of any Credit Note Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementshereunder.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrowers or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Agent, whether now owned or hereafter acquired except acquired, except, in the case of clauses (i) and (ii), the following: (1) this Agreement and the other Loan Documents and the ABL Documents, (2) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(a), 5.1(h) and ), 5.1(i), 5.1(r), 5.1(s), 5.1(x), 5.1(y), 5.1(z), 5.1(aa), 5.1(dd), 5.1(ee) or 5.1(kk); provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii3) restrictions set forth any other agreement that does not restrict in a lease of Real Estate if and any manner (directly or indirectly) Liens created pursuant to the extent same only apply Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Issuer’s leasehold estate created by such lease, and Obligations or (iii4) any prohibition or limitation that (Aa) exists pursuant to applicable Requirements of Law, (Bb) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (Cc) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, interest of any a Credit Party or (d) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding the foregoing, this Section 5.16 shall not prohibit restrictions, encumbrances, and prohibitions existing under or by reason of (i) Requirements of Law, (ii) this Agreement and the other Loan Documents, (iii) the documentation for any Refinancing Debt, (iv) the ABL Documents, (v) documentation for any Indebtedness of Non-Credit Parties permitted hereunder, (vi) the documentation for any Indebtedness permitted under Section 5.5(d), 5.5(j), 5.5(q) or 5.5(v), (vii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Credit Party, (viii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (ix) any holder of a Permitted Lien restricting the transfer or assignment of the property subject thereto, (x) customary restrictions and conditions contained in any agreement relating to a disposition permitted by Section 5.2 pending the consummation of such disposition, (xi) any obligations binding on a Restricted Subsidiary thereof at the time such Person becomes a Restricted Subsidiary, so long as such obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (xii) customary provisions in partnership agreements, limited liability company agreements and other Organization Documents, joint venture agreements, asset sale and stock sale agreements and other similar agreements, leases, subleases, licenses and sublicenses entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person, (xiii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (xiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition or other Investment permitted hereunder hereunder, which encumbrance or restriction is not applicable to any Person, or the properties of any Person, other than the Person or the properties of the Person so acquired or the properties so acquired, (xv) documentation existing as of the Closing Date and listed on Schedule 5.16 or (Dxvi) consists any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of customary the contracts, instruments or obligations referred to in clauses (iii), (iv), (v), (ix) or (xiv) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party than those prior to such amendment or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsrefinancing.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrowers or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Agent, whether now owned or hereafter acquired except acquired, except, in the case of clauses (i) and (ii), the following: (1) this Agreement and the other Loan Documents, the Initial Term Loan Documents, and any Permitted Term Indebtedness Documents, (2) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(a), 5.1(h) and ), 5.1(i), 5.1(r), 5.1(s), 5.1(x), 5.1(y), 5.1(z), 5.1(aa), 5.1(dd), 5.1(ee) or 5.1(kk); provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii3) restrictions set forth any other agreement that does not restrict in a lease of Real Estate if and any manner (directly or indirectly) Liens created pursuant to the extent same only apply Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Issuer’s leasehold estate created by such lease, and Obligations or (iii4) any prohibition or limitation that (Aa) exists pursuant to applicable Requirements of Law, (Bb) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (Cc) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, interest of any a Credit Party or (d) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding the foregoing, this Section 5.16 shall not prohibit restrictions, encumbrances, and prohibitions existing under or by reason of (i) Requirements of Law, (ii) this Agreement and the other Loan Documents, (iii) the documentation for any Permitted Refinancing, (iv) the Initial Term Loan Documents or any other Permitted Term Indebtedness Documents, (v) documentation for any Indebtedness of Non-Credit Parties permitted hereunder, (vi) the documentation for any Indebtedness permitted under Section 5.5(d), 5.5(j), 5.5(q) or 5.5(v), (vii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Credit Party, (viii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (ix) any holder of a Permitted Lien restricting the transfer or assignment of the property subject thereto, (x) customary restrictions and conditions contained in any agreement relating to a disposition permitted by Section 5.2 pending the consummation of such disposition, (xi) any obligations binding on a Restricted Subsidiary thereof at the time such Person becomes a Restricted Subsidiary, so long as such obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (xii) customary provisions in partnership agreements, limited liability company agreements and other Organization Documents, joint venture agreements, asset sale and stock sale agreements and other similar agreements, leases, subleases, licenses and sublicenses entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person, (xiii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (xiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition or other Investment permitted hereunder hereunder, which encumbrance or restriction is not applicable to any Person, or the properties of any Person, other than the Person or the properties of the Person so acquired or the properties so acquired, (xv) documentation existing as of the Closing Date and listed on Schedule 5.16 or (Dxvi) consists any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of customary the contracts, instruments or obligations referred to in clauses (iii), (iv), (v), (ix) or (xiv) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party than those prior to such amendment or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsrefinancing.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than Partnership) or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness DocumentsParty. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing to secure the Obligations, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only acquired. The foregoing shall not apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Lawrestrictions and conditions imposed by law or by any Loan Document, (B) consists of customary restrictions and conditions contained in agreements relating to the sale of 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 hereunder, (C) restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) restrictions and conditions imposed on the ability of any Loan Party to create, incur or permit to exist any Lien on any carbon credits or similar allowances of such Loan Party by any agreement with a third party that is not an Affiliate of Parent Holdings, Borrower or the Subsidiaries, (E) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of any interest in joint ventures; (F) restrictions or conditions imposed by any agreement relating to the sale secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but conditions apply only with respect to the property subject to or assets securing such sale or dispositionIndebtedness, and (CG) restricts licensing or sublicensing or customary provisions in leases and other contracts restricting the assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsthereof.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction or encumbrance of any kind on the ability of any such Credit Party or Subsidiary to (a) pay dividends or make any other distribution distributions on any of such Credit Party’s or Subsidiary’s its Stock or Stock Equivalents or to pay fees, including management feesparticipation in its profits owned by Holdings or any of its Subsidiaries, or make other payments and distributions pay any Indebtedness owed to the Issuer Holdings or any other Credit Party except those contained in the First Lien Indebtedness Documents of its Subsidiaries, (b) make loans or in the documents evidencing other Indebtedness permitted hereunder but only advances to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit Holdings or any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon (c) transfer any of its properties or assets in favor to Holdings or any of Agent securing Obligationsits Subsidiaries, whether now owned except for such encumbrances or hereafter acquired except restrictions existing by reason of (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liensapplicable law, (ii) restrictions set forth in a lease of Real Estate if this Agreement and to the extent same only apply to the Issuer’s leasehold estate created by such leaseother Loan Documents, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Lawthe Existing Indebtedness Documents, (Biv) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or provisions restricting subletting or assignment of any lease governing a any leasehold interestinterest of Holdings or any of its Subsidiaries, (v) customary provisions restricting assignment of any Credit Party or Subsidiary thereof permitted hereunder or licensing agreement (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party which Holdings or any of its Subsidiaries which prohibit is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the Ordinary Course of Business, (vi) restrictions on the transfer of any asset pending the close of the sale of such dispositions without granting asset, (vii) restrictions with respect to a Subsidiary of the Borrower and imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the outstanding Stock or all or substantially all of the assets of such reciprocal easementsSubsidiary in compliance with the other provisions of this Agreement, (viii) [Intentionally Omitted], (ix) customary provisions in joint venture agreements and other similar agreements in each case relating solely to the applicable joint venture or similar entity or the Stock or Stock Equivalents therein entered into in the Ordinary Course of Business, (x) restrictions contained in the terms of purchase money obligations or Capitalized Lease Obligations not incurred in violation of this Agreement, provided that such restrictions relate only to the Property financed with such Indebtedness (and the proceeds thereof), and (xi) any other customary provisions arising or agreed to in the Ordinary Course of Business not relating to Indebtedness or Stock or Stock Equivalents that do not individually or in the aggregate (x) detract in any material respect from the value of the assets of Holdings or any of its Subsidiaries or (y) otherwise impair the ability of Holdings or any of its Subsidiaries to perform their obligations under the Loan Documents.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than Partnership) or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer any Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness DocumentsParty. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing to secure the Obligations, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only acquired. The foregoing shall not apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant restrictions and conditions imposed by law or by any Loan Document or the Second Lien Note Documents, or, subject in each case to applicable Requirements the Intercreditor Agreement, documents governing an Additional Second Lien Debt Facility or any documents governing a Permitted Refinancing of Lawany of the foregoing, (B) consists of customary restrictions and conditions contained in agreements relating to the sale of 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 hereunder, (C) restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) restrictions and conditions imposed on the ability of any Credit Party to create, incur or permit to exist any Lien on any carbon credits or similar credit of such Credit Party by any agreement with a third party that is not an Affiliate of any Borrower or the Subsidiaries, (E) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of any interest in joint ventures; (F) restrictions or conditions imposed by any agreement relating to the sale secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but conditions apply only with respect to the property subject to or assets securing such sale or dispositionIndebtedness, (CG) restricts licensing customary provisions in leases and other contracts restricting the assignment thereof, (H) any agreement in effect at the time a Person becomes a Subsidiary of the Partnership so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, and (I) any agreement that amends, refinances or sublicensing or assignment replaces any agreement containing restrictions permitted under the preceding clauses, provided the terms and conditions of any such agreement taken as a contract (provided nothing therein limits whole are not materially less favorable to the ability of a party thereto to assign its interests in Credit Parties and to all proceeds derived from or in connection with such contract)their Subsidiaries, or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party Agent or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsLender, than those under the agreement so amended, refinanced or replaced.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing Party, other Indebtedness permitted hereunder but only than pursuant to the extent not more restrictive than Loan Documents, the restrictions contained in the First Second Lien Indebtedness DocumentsLoan Documents and any documentation governing Permitted Junior Debt. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Administrative Agent, whether now owned or hereafter acquired except in connection with (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), ) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth customary provisions (not entered into in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such leaseconnection with, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract)anticipation or contemplation of, or the transactions contemplated hereunder and the Related Transactions) restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations (not entered into in connection with, or in anticipation or contemplation of, the transactions contemplated hereunder and the Related Transactions) on the ability of any a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of equity interests or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found assets in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsjoint ventures.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Subsidiary of a Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party Party, except those contained for (a) any restriction in the First Lien Indebtedness Loan Documents, the SCP Loan Documents or and the 6.75% Notes Indenture, (b) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and applicable solely to such joint venture entered into in the documents evidencing other Ordinary Course of Business, (c) restrictions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and (e) restrictions binding upon any Foreign Subsidiary in connection with the incurrence of any Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documentshereunder. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired except (ia) in connection with any document or instrument governing Liens permitted pursuant to Sections subsections 5.1(h), 5.1(i) and 5.1(i), 5.1(r) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (iib) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise not prohibited hereby so long as such restrictions relate to the assets subject thereto, (c) prohibitions existing pursuant to applicable law, (d) restrictions set forth binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such leaseSubsidiary, and (iiiv) restrictions binding upon any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or Foreign Subsidiary in connection with such contract), or subletting or assignment the incurrence of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof Indebtedness permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementshereunder.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries toSubsidiaries, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Agent, whether now owned or hereafter acquired except (i) in connection with (1) any document or instrument governing Liens permitted pursuant to Sections subsections 5.1(h) and 5.1(i), (i) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, Liens (ii2) restrictions set forth any other agreement that does not restrict in a lease of Real Estate if and any manner (directly or indirectly) Liens created pursuant to the extent same only apply Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Issuer’s leasehold estate created by such lease, Obligations; and (iii3) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or dispositionsale, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, interest of any Credit Party or Subsidiary thereof permitted hereunder or Party, (D) consists exists in any agreement in effect at the time such Credit Party becomes a Credit Party, so long as such agreement was not entered into in contemplation of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any such person becoming a Credit Party or (E) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of its Subsidiaries which prohibit the contracts, instruments or obligations referred to in clause (2) or (3)(D); provided that such dispositions without granting amendments and refinancings are no more materially restrictive with respect to such reciprocal easements.prohibitions and limitations than those prior to such amendment or refinancing..

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary of a Credit Party to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Agent, whether now owned or hereafter acquired except acquired, except, in the case of clauses (i) and (ii), the following: (1) this Agreement and the other Loan Documents, (2) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(a), 5.1(h) and ), 5.1(i), 5.1(r), 5.1(s), 5.1(x), 5.1(y), 5.1(z), 5.1(aa), or 5.1(ee), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii3) restrictions set forth any other agreement that does not restrict in a lease of Real Estate if and any manner (directly or indirectly) Liens created pursuant to the extent same only apply Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Issuer’s leasehold estate created by such lease, and Obligations or (iii4) any prohibition or limitation that (Aa) exists pursuant to applicable Requirements of Law, (Bb) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (Cc) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interestinterest of a Credit Party or (d) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding the foregoing, this Section 5.12 shall not prohibit restrictions, encumbrances, and prohibitions existing under or by reason of (i) Requirements of Law, (ii) this Agreement and the other Loan Documents, (iii) [reserved], (iv) [reserved], (v) [reserved], (vi) the documentation for any Indebtedness permitted under Section 5.5(d), 5.5(q) or 5.5(v), (vii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Credit Party, (viii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (ix) any holder of a Permitted Lien restricting the transfer or assignment of the property subject thereto, (x) customary restrictions and conditions contained in any agreement relating to a disposition permitted by Section 5.2 pending the consummation of such disposition, (xi) any obligations binding on a Credit Party or a Subsidiary of a Credit Party (other than Holdings and the Borrower) at the time such Person becomes a Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition a Credit Party, so long as such obligations were not entered into in contemplation of Real Estate interests found in reciprocal easement agreements of any such Person becoming a Credit Party or Subsidiary of a Credit Party, (xii) customary provisions in partnership agreements, limited liability company agreements and other Organization Documents, joint venture agreements, asset sale and stock sale agreements and other similar agreements, leases, subleases, licenses and sublicenses entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person, (xiii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (xiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition or other Investment permitted hereunder, which encumbrance or restriction is not applicable to any Person, or the properties of its Subsidiaries which prohibit any Person, other than the Person or the properties of the Person so acquired or the properties so acquired, (xv) documentation existing as of the Closing Date and listed on Schedule 5.12 or (xvi) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iii), (iv), (v), (ix) or (xiv) above; provided that such dispositions without granting amendments or refinancings are no more materially restrictive with respect to such reciprocal easementsencumbrances and restrictions than those prior to such amendment or refinancing.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock Equity Interests or Stock Equity Interests Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer a Borrower or any other Credit Party Subsidiary, except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only pursuant to the extent not more restrictive than terms of the restrictions contained in Loan Documents and the First Lien Indebtedness Revolving Loan Documents. No Credit Loan Party shall, and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation contractual obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets Collateral in favor of the Administrative Agent securing to secure the Obligations, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i)herein, provided that any such restriction contained therein relates only to the asset or assets Property subject to such permitted Permitted Liens, (ii) restrictions set forth in a lease with consent of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, Administrative Agent and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements the Revolving Loan Documents and the Intercreditor Agreement. Nothing in this Section 6.14 shall prohibit (1) this Agreement or any of Lawthe other Loan Documents, (B2) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 hereunder pending the consummation of such sale or dispositionsale, but only with respect to (3) restrictions imposed by applicable law, (4) any agreement in effect at the property subject time a Person first became a Subsidiary of any Loan Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary and such restrictions are limited to such sale or dispositionSubsidiary and its Subsidiaries, (C5) restricts licensing in the case of any Subsidiary that is not a wholly-owned Subsidiary of Holdings, restrictions and conditions imposed by its organizational documents or sublicensing any related joint venture, shareholder or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract)similar agreements, or subletting or assignment (6) contained in any financing documentation governing Indebtedness permitted to be incurred hereunder that are incurred by a Subsidiary that is not required to be a Guarantor, so long as such restrictions operate only upon the occurrence and during the continuance of any lease an event of default under the documentation governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary such Indebtedness and only impose restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of such Subsidiary and its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsSubsidiaries.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction or encumbrance of any kind on the ability of any such Credit Party or Subsidiary to (a) pay dividends or make any other distribution distributions on any of such Credit Party’s or Subsidiary’s its Stock or Stock Equivalents or to pay fees, including management feesparticipation in its profits owned by Holdings or any of its Subsidiaries, or make other payments and distributions pay any Indebtedness owed to the Issuer Holdings or any other Credit Party except those contained in the First Lien Indebtedness Documents of its Subsidiaries, (b) make loans or in the documents evidencing other Indebtedness permitted hereunder but only advances to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit Holdings or any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon (c) transfer any of its properties or assets in favor to Holdings or any of Agent securing Obligationsits Subsidiaries, whether now owned except for such encumbrances or hereafter acquired except restrictions existing by reason of (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liensapplicable law, (ii) restrictions set forth in a lease of Real Estate if this Agreement and to the extent same only apply to the Issuer’s leasehold estate created by such leaseother Loan Documents, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Lawthe Existing Indebtedness Documents, (Biv) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or provisions restricting subletting or assignment of any lease governing a any leasehold interestinterest of Holdings or any of its Subsidiaries, (v) customary provisions restricting assignment of any Credit Party or Subsidiary thereof permitted hereunder or licensing agreement (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party which Holdings or any of its Subsidiaries which prohibit is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the Ordinary Course of Business, (vi) restrictions on the transfer of any asset pending the close of the sale of such dispositions without granting asset, (vii) restrictions with respect to a Subsidiary of the Borrower and imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the outstanding Stock or all or substantially all of the assets of such reciprocal easementsSubsidiary in compliance with the other provisions of this Agreement, (viii) [Intentionally Omitted], (ix) customary provisions in joint venture agreements and other similar agreements in each case relating solely to the applicable joint venture or similar entity or the Stock or Stock Equivalents therein entered into in the Ordinary Course of Business prior to the Closing Date, (x) restrictions contained in the terms of purchase money obligations or Capitalized Lease Obligations not incurred in violation of this Agreement, provided that such restrictions relate only to the Property financed with such Indebtedness (and the proceeds thereof), and (xi) any other customary provisions arising or agreed to in the Ordinary Course of Business not relating to Indebtedness or Stock or Stock Equivalents that do not individually or in the aggregate (x) detract in any material respect from the value of the assets of Holdings or any of its Subsidiaries or (y) otherwise impair the ability of Holdings or any of its Subsidiaries to perform their obligations under the Loan Documents.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock Equity Interests or Stock Equity Interests Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer a Borrower or any other Credit Party Subsidiary, except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only pursuant to the extent not more restrictive than terms of the restrictions contained in Loan Documents and the First Lien Indebtedness Revolving Loan Documents. No Credit Loan Party shall, and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation contractual obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets Collateral in favor of the Administrative Agent securing to secure the Obligations, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing Purchase Money Liens permitted pursuant to Sections 5.1(h) and 5.1(i)herein, provided that any such restriction contained therein relates only to the asset or assets Property subject to such permitted PermittedPurchase Money Liens, (ii) restrictions set forth in a lease with consent of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, Administrative Agent and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements the Revolving Loan Documents and the Intercreditor Agreement. Nothing in this Section 6.14 shall prohibit (1) this Agreement or any of Lawthe other Loan Documents, or (B2) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 hereunder pending the consummation of such sale or dispositionsale, but only with respect to (3) restrictions imposed by applicable law, (4) any agreement in effect at the property subject time a Person first became a Subsidiary of any Loan Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary and such restrictions are limited to such sale or dispositionSubsidiary and its Subsidiaries, (C5) restricts licensing in the case of any Subsidiary that is not a wholly-owned Subsidiary of Holdings, restrictions and conditions imposed by its organizational documents or sublicensing any related joint venture, shareholder or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract)similar agreements, or subletting or assignment (6) contained in any financing documentation governing Indebtedness permitted to be incurred hereunder that are incurred by a Subsidiary that is not required to be a Guarantor, so long as such restrictions operate only upon the occurrence and during the continuance of any lease an event of default under the documentation governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary such Indebtedness and only impose restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of such Subsidiary and its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsSubsidiaries.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than Partnership) or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer any Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness DocumentsParty. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing to secure the Obligations, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only acquired. The foregoing shall not apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant restrictions and conditions imposed by law or by any Loan Document or the Second Lien Note Documents, or, subject in each case to applicable Requirements the Intercreditor Agreement, documents governing an Additional Second Lien Debt Facility or any documents governing a Permitted Refinancing of Lawany of the foregoing, (B) consists of customary restrictions and conditions contained in agreements relating to the sale of 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 hereunder, (C) restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) restrictions and conditions imposed on the ability of any Credit Party to create, incur or permit to exist any Lien on any carbon credits or similar credit of such Credit Party by any agreement with a third party that is not an Affiliate of any Borrower or the Subsidiaries, (E) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of any interest in joint ventures; (F) restrictions or conditions imposed by any agreement relating to the sale secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but conditions apply only with respect to the property subject to or assets securing such sale or dispositionIndebtedness, (CG) restricts licensing customary provisions in leases and other contracts restricting the assignment thereof, (H) any agreement in effect at the time a Person becomes a Subsidiary of the Partnership so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, and (I) any agreement that amends, refinances or sublicensing or assignment replaces any agreement containing restrictions permitted under the preceding clauses, provided the terms and conditions of any such agreement taken as a contract (provided nothing therein limits whole are not materially less favorable to the ability of a party thereto to assign its interests in Credit Parties and to all proceeds derived from or in connection with such contract)their Subsidiaries, or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party Agent or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsLender, than those under the agreement so amended, refinanced or replaced.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer a Borrower or any other Credit Party Party, in each case except those contained pursuant to this Agreement or any of the other Loan Documents as in effect on the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness DocumentsClosing Date. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired except the following: (i) pursuant to this Agreement or any of the other Loan Documents in effect on the Closing Date; (ii) covenants and agreements made in connection with any document agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only agreement applies solely to the specific asset or assets subject to securing such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and Indebtedness; (iii) any prohibition customary provisions in leases, subleases, licenses or limitation that sublicenses and other contracts restricting the right of assignment thereof so long as such restrictions relate solely to the property interest, rights or assets subject thereto; (Aiv) exists pursuant to applicable Requirements of Law, restrictions imposed by law; (Bv) consists of customary restrictions and conditions contained in agreements relating to any sale of assets or Stock pending such sale, provided that such restrictions and conditions apply only to the Person or property that is to be sold and such sale is not prohibited by the terms of any Loan Document; (vi) contractual obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary; (vii) restrictions on any Foreign Subsidiary pursuant to the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder; (viii) any agreement or instrument relating to Indebtedness of the sale Specified Foreign Subsidiary incurred pursuant to Section 6.4 or 6.5(q) to the extent not prohibited by the terms of any Loan Document and to the extent such encumbrance or restriction only applies to the Specified Foreign Subsidiary; and (ix) restrictions on cash or other disposition deposits imposed by customers under contracts entered into in the ordinary course of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsbusiness.

No Negative Pledges. (a) No Credit Except pursuant to the Loan Documents, no Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on Contractual Obligation that limits the ability of any Credit Loan Party or a Subsidiary to pay to the Loan Parties or any Subsidiary of a Loan Party dividends or make any other distribution to the Loan Parties or any Subsidiary of any Loan Party on any of such Credit Loan Party’s or Subsidiary’s Stock Equity Interests or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Loan Party in favor of Agent securing Obligationsthe Administrative Agent, whether now owned or hereafter acquired except acquired; provided that the foregoing clauses (i) and (ii) shall not apply to Contractual Obligations which (A) (x) exist on the date hereof (including, without limitation, the 2021 Convertible Senior Notes Indenture and the 2027 Notes Indenture) or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any document or instrument governing Liens disposition permitted pursuant by Section 6.02 (so long as the applicable restriction applies solely to Sections 5.1(h) and 5.1(ithe assets the subject of such disposition), provided that any such restriction contained therein relates only (E) are customary provisions in joint venture agreements and other similar agreements applicable to the asset or assets subject to such joint ventures otherwise permitted Liensunder this Agreement, (iiF) are negative pledges and restrictions set forth on Liens in a lease favor of Real Estate if and any holder of Indebtedness permitted under Section 6.05(a)(iii) but solely to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect negative pledge relates to the property financed by or the subject to of such sale or dispositionIndebtedness, (CG) restricts licensing are customary restrictions on leases, subleases, licenses or sublicensing or assignment of a contract asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of the Borrower or any Subsidiary, (I) are customary provisions restricting assignment of any Credit Party or Subsidiary thereof permitted hereunder or agreement entered into in the ordinary course of business, and (DJ) consists of customary are restrictions on cash or other deposits imposed by customers under contracts entered into in the disposition ordinary course of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsbusiness.

No Negative Pledges. (a) No Credit Party shall, Borrower shall not and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, %3. create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party Borrower or Subsidiary to pay dividends or make any other distribution on any of such Credit PartyBorrower’s or Subsidiary’s Capital Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower, or any other Credit Party except those contained in the First Lien Indebtedness Documents to make loans or in the documents evidencing other Indebtedness permitted hereunder but only advances to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shallBorrower, and no Credit Party shall permit or to transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to the Borrower, directly or indirectly, %3. enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Purchaser, whether now owned or hereafter acquired except acquired; provided that the foregoing in this Section 9.12 shall not apply to restrictions and conditions (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created imposed by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (Bii) consists of imposed by the Note Documents (or any related document), (iii) existing on the date hereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iv) to customary restrictions and conditions contained in agreements relating to the sale of 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 by the terms of this Agreement; provided further that clause (b) of the foregoing shall not apply to (i) restrictions or conditions imposed by any agreement relating to the sale secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but conditions apply only with respect to the property subject to or assets securing such sale or disposition, Indebtedness and (Cii) restricts licensing or sublicensing or customary provisions in leases restricting the assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsthereof.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any of its Subsidiaries other Credit Party except those contained than as set forth in the First Lien Indebtedness Documents Loan Documents, except for (i) such impairments, restrictions, limitations or encumbrances existing under any agreement which is in existence at the documents evidencing other Indebtedness permitted hereunder but only time any Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Borrower, (ii) such impairments, restrictions, limitations or encumbrances under any agreements relating to joint ventures of Borrower or any Subsidiary to the extent that the creation and existence of such joint venture is permitted hereunder, (iii) such restrictions, limitations or encumbrances existing under any Indebtedness of a Foreign Subsidiary permitted pursuant to Section 5.5 solely to the extent that such restrictions, limitations or encumbrances are limited to the assets or properties of such Foreign Subsidiary and (iv) such restrictions, limitations or encumbrances existing under any Indebtedness permitted pursuant to Section 5.5 and incurred after the Closing Date solely to the extent that such restrictions, limitations or encumbrances are not more restrictive than the restrictions those contained in the First Lien Indebtedness Documentsthis Agreement. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired except (ia) in connection with any document or instrument governing Liens permitted pursuant to Sections subsections 5.1(h) and 5.1(i), (i) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, Liens (iib) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to operating leases and other third-party contracts, customary limitations on the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment ability of a party thereto to assign its interests in the underlying contract without the consent of the other party thereto (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment (c) customary restrictions and conditions contained in any agreement relating to the sale of any lease governing Property permitted under Section 5.2 pending the consummation of such sale, (d) such restrictions, limitations or encumbrances existing under any agreement which is in existence at the time any Person becomes a leasehold interestSubsidiary of Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Borrower, (e) such restrictions, limitations or encumbrances existing under any Credit Party Indebtedness of a Foreign Subsidiary permitted pursuant to Section 5.5 solely to the extent that such restrictions, limitations or Subsidiary thereof encumbrances are limited to the assets or properties of such Foreign Subsidiary, (f) such restrictions, limitations or encumbrances existing under any Indebtedness permitted hereunder pursuant to Section 5.5 and incurred after the Closing Date solely to the extent that such restrictions, limitations or encumbrances are not more restrictive than those contained in this Agreement and (Dg) consists such restrictions, limitations or encumbrances existing under any Indebtedness permitted pursuant to Section 5.5 of customary restrictions on a joint venture (other than a Subsidiary), the disposition creation and existence of Real Estate interests found in reciprocal easement agreements which joint venture is permitted hereunder, solely to the extent that such restrictions, limitations or encumbrances are limited to the assets or properties of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsjoint venture (other than a Subsidiary).

No Negative Pledges. (a) No Credit Except pursuant to the Loan Documents, no Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on Contractual Obligation that limits the ability of any Credit Loan Party or a Subsidiary to pay to the Loan Parties or any Subsidiary of a Loan Party dividends or make any other distribution to the Loan Parties or any Subsidiary of any Loan Party on any of such Credit Loan Party’s or Subsidiary’s Stock Equity Interests or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Loan Party in favor of Agent securing Obligationsthe Administrative Agent, whether now owned or hereafter acquired except acquired; provided that the foregoing clauses (i) and (ii) shall not apply to Contractual Obligations which (A) (x) exist on the date hereof (including, without limitation, the 2022 Notes Indenture, the 2021 Convertible Senior Notes Indenture, and the Collateral Trust Agreement) or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any document or instrument governing Liens disposition permitted pursuant by Section 6.02 (so long as the applicable restriction applies solely to Sections 5.1(h) and 5.1(ithe assets the subject of such disposition), provided that any such restriction contained therein relates only (E) are customary provisions in joint venture agreements and other similar agreements applicable to the asset or assets subject to such joint ventures otherwise permitted Liensunder this Agreement, (iiF) are negative pledges and restrictions set forth on Liens in a lease favor of Real Estate if and any holder of Indebtedness permitted under Section 6.05(a)(iii) but solely to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect negative pledge relates to the property financed by or the subject to of such sale or dispositionIndebtedness, (CG) restricts licensing are customary restrictions on leases, subleases, licenses or sublicensing or assignment of a contract asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of the Borrower or any Subsidiary, (I) are customary provisions restricting assignment of any Credit Party or Subsidiary thereof permitted hereunder or agreement entered into in the ordinary course of business, and (DJ) consists of customary are restrictions on cash or other deposits imposed by customers under contracts entered into in the disposition ordinary course of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easements.business. 122

No Negative Pledges. (a) No Credit Except pursuant to the Loan Documents, no Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on Contractual Obligation that limits the ability of any Credit Loan Party or a Subsidiary to pay to the Loan Parties or any Subsidiary of a Loan Party dividends or make any other distribution to the Loan Parties or any Subsidiary of any Loan Party on any of such Credit Loan Party’s or Subsidiary’s Stock Equity Interests or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Loan Party in favor of Agent securing Obligationsthe Administrative Agent, whether now owned or hereafter acquired except acquired; provided that the foregoing clauses (i) and (ii) shall not apply to Contractual Obligations which (A) (x) exist on the date hereof (including, without limitation, the 2021 Convertible Senior Notes Indenture and the 2027 Notes Indenture) or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any document or instrument governing Liens disposition permitted pursuant by Section 6.02 (so long as the applicable 1212ACTIVE 224321401v.2 restriction applies solely to Sections 5.1(h) and 5.1(ithe assets the subject of such disposition), provided that any such restriction contained therein relates only (E) are customary provisions in joint venture agreements and other similar agreements applicable to the asset or assets subject to such joint ventures otherwise permitted Liensunder this Agreement, (iiF) are negative pledges and restrictions set forth on Liens in a lease favor of Real Estate if and any holder of Indebtedness permitted under Section 6.05(a)(iii) but solely to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect negative pledge relates to the property financed by or the subject to of such sale or dispositionIndebtedness, (CG) restricts licensing are customary restrictions on leases, subleases, licenses or sublicensing or assignment of a contract asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of the Borrower or any Subsidiary, (I) are customary provisions restricting assignment of any Credit Party or Subsidiary thereof permitted hereunder or agreement entered into in the ordinary course of business, and (DJ) consists of customary are restrictions on cash or other deposits imposed by customers under contracts entered into in the disposition ordinary course of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsbusiness.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s 's or Subsidiary’s 's Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer a Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Term Agent, whether now owned or hereafter acquired except acquired; provided that the foregoing in this Section 5.15 shall not apply to restrictions and conditions (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created imposed by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (Bii) consists imposed by the Loan Documents, (iii) imposed by the Revolving Loan Documents, (iv) existing on the date hereof and identified on Schedule 5.16 of the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (v) to customary restrictions and conditions contained in agreements relating to the sale of 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 by the terms of this Agreement, (vi) clause (b) shall not apply to restrictions or conditions imposed by any agreement relating to the sale secured Indebtedness permitted by this Agreement if such restrictions or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but conditions apply only with respect to the property subject or assets securing such Indebtedness and (vii) clause (b) of the foregoing shall not apply to such sale or disposition, (C) restricts licensing or sublicensing or customary provisions in leases restricting the assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsthereof.

No Negative Pledges. (a) No Except pursuant to the Loan Documents and the First Mortgage Notes Indenture (or any indenture or agreement pursuant to which the First Mortgage Notes are then outstanding or any Permitted Refinancing thereof), (i) no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents (other than Constar Holland with respect to any Constar Holland Financing) or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No and (ii) no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired except acquired, except, in any case under clauses (i) or (ii) above, in connection with (1) any document or instrument governing Liens permitted pursuant to Sections subsections 5.1(h) and 5.1(i), the First Mortgage Notes Indenture (or any Permitted Refinancing thereof) or any Constar Holland Financing, provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, Liens and (iii2) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, disposition or (C) restricts licensing or licensing, sublicensing or assignment of a contract (provided nothing therein limits but not the ability creation of a party thereto Lien thereon to assign its interests in and to all proceeds derived from or in connection with such contractthe extent constituting Collateral), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementshereunder.

No Negative Pledges. (a) No The Credit Party shall, Parties shall not and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise not cause or suffer permit their Subsidiaries to exist enter into or become effective assume any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any agreement (other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in Loan Documents) prohibiting the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly creation or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence assumption of any Lien upon any of its assets in favor of Agent securing Obligationsproperties or assets, whether now owned or hereafter acquired except acquired, other than (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i)provisions restricting subletting, provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale assignment or other disposition transfers (including the granting of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (CLien) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, interest of any Credit Party Borrower or a Subsidiary thereof permitted hereunder or of any Borrower entered into in the ordinary course of business, (Dii) consists provisions of customary documentation of any Indebtedness secured by a Permitted Encumbrance, but only if such restrictions on apply only to the Person or Persons obligated under such indebtedness and its or their Subsidiaries or the property or assets securing such Indebtedness, (iii) Liens expressly permitted by the definition of “Permitted Encumbrances”, (iv) agreements relating to any Asset Disposition expressly permitted hereunder, provided that such prohibitions and limitations apply only to the property to be sold (or the Persons the Stock of which is the subject of such agreement), (v) leases, subleases, licenses, sublicenses and other agreements containing customary provisions prohibiting or limiting the assignment or other transfer thereof that are entered into in the ordinary course of business, (vi) restrictions with respect to a Subsidiary of the Borrowers imposed pursuant to an agreement that has been entered into in connection with the disposition of Real Estate interests found such Subsidiary’s assets or all of such Subsidiary’s Stock, in reciprocal easement agreements each case, only to the extent such restrictions are imposed during the pendency of such disposition and such disposition is either expressly permitted hereunder or, in connection with the disposition of all of such Subsidiary’s Stock, such Stock disposition shall give rise to the concurrent repayment in full of the Obligations no later than thirty (30) days following the date of entering into such agreement, (v) in the case of any Credit Party Subsidiary that is not a wholly-owned Subsidiary, customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or any ownership interest in, such partnership, limited liability company, joint venture or similar Person, (vi) restrictions on deposits (including cash and Cash Equivalents) imposed by Persons under contracts entered into in the ordinary course of its Subsidiaries business or for whose benefit such cash, Cash Equivalents or other deposits exist and (vii) restrictions set forth in documents which prohibit exists on the Closing Date; provided that such dispositions without granting amendments, modifications, restatements, renewals, supplements, refunding, replacements or refinancings are, in the good faith judgment of the Borrower Representative, no more restrictive with respect to such reciprocal easementsencumbrances and other restrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Negative Pledges. “(a) No Credit Party shallThe Company will not, and no Credit Party shall will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Collateral Agent, whether now owned or hereafter acquired except acquired. Notwithstanding the foregoing sentence, the following encumbrances or restrictions shall be permitted: (i) in connection with any document encumbrances or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset restrictions existing under or assets subject to such permitted Liens, (ii) restrictions set forth in a lease by reason of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, this Agreement and the other Financing Documents; (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property Indebtedness permitted under by Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, 11.3; (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or customary provisions restricting subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or ; (D) consists customary provisions restricting assignment of any agreement entered into by a Subsidiary of the Company in the Ordinary Course of Business; (E) any holder of a Lien permitted by Section 11.5 restricting the transfer of the property subject thereto; (F) customary restrictions or conditions contained in any agreement relating to the sale of any property permitted under Section 11.6 pending the consummation of such sale, (G) in the case of a Joint Venture, restrictions in such person’s organization documents or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture, (H) the Senior Loan Documents, and (I) any agreement in effect on the disposition of Real Estate interests found Second Amendment Effective Date and set forth on Schedule 11.10; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Financing Documents or the agreements referred to in reciprocal easement agreements of any Credit Party clause (i) above; provided that such amendments or any of its Subsidiaries which prohibit refinancings are no more restrictive with respect to such dispositions without granting encumbrances and restrictions than those prior to such reciprocal easementsamendment or refinancing.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained Party, in the each case, other than as provided in this Agreement, any other Loan Document or any First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness DocumentsLoan Document. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired acquired, except in connection with (i) in connection with any document or instrument governing Liens permitted pursuant to Sections subsections 5.1(h), 5.1(i) and 5.1(i)5.1(q) or otherwise permitted hereunder and set forth on Schedule 5.16, provided provided, in each case, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth customary provisions in a lease joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 5.4 and applicable solely to such joint ventures entered into in the ordinary course of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such leasebusiness, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby provided that any such restriction contained in any agreement relating therein relates only to the sale asset or assets subject thereto and (iv) this Agreement, any other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party Loan Document or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsFirst Lien Loan Document.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Subsidiary of a Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party Party, except those contained for (a) any restriction in the First Lien Indebtedness Loan Documents, ABL Loan Documents or and the 6.75% Notes Indenture, (b) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and applicable solely to such joint venture entered into in the documents evidencing other Ordinary Course of Business, (c) restrictions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and (e) restrictions binding upon any Foreign Subsidiary in connection with the incurrence of any Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documentshereunder. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired except (ia) in connection with any document or instrument governing Liens permitted pursuant to Sections subsections 5.1(h), 5.1(i) and 5.1(i), 5.1(r) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (iib) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise not prohibited hereby so long as such restrictions relate to the assets subject thereto, (c) prohibitions existing pursuant to applicable law, (d) restrictions set forth binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such leaseSubsidiary, and (iiiv) restrictions binding upon any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or Foreign Subsidiary in connection with such contract), or subletting or assignment the incurrence of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof Indebtedness permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementshereunder.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Parent Borrower or any of its Subsidiaries other Credit Party except than those contained in that exist by reason of any restriction existing under the First Lien Indebtedness Loan Documents or the Term Loan Documents as in effect on the documents evidencing other Indebtedness permitted hereunder but only to the extent date hereofunder any Permitted Term Debt Documents (provided that such restrictions are not more restrictive restrictive, taken as a whole, than the restrictions contained in the First Original Term Loan Agreement) or are otherwise reasonably acceptable to the Administrative Agent; provided, however, that (i) Second Lien Documents may contain restrictions on terms and conditions reasonably acceptable to the Collateral Agent and (ii) agreements governing Indebtedness Documentsincurred by Foreign Subsidiaries permitted hereby may contain customary restrictions on the assets of such Foreign Subsidiaries. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Administrative Agent, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing (A) Liens permitted pursuant to Sections 5.1(h) and 5.1(iSection 7.01(h), 7.01(i) or 7.01(w) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted LiensLiens or (B) Indebtedness permitted pursuant to Section 7.05(d) or 7.05(g), (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or provisions restricting subletting or assignment of any lease governing a leasehold interest, (iii) restrictions and conditions applicable to customer deposits imposed by customers of the Loan Parties under contracts entered into the Ordinary Course of Business, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder; provided such restrictions are limited to the assets being sold and (v) customary provisions in joint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Stock or Stock Equivalents in such joint venture (excluding for greater certainty, provisions that relate to the pledge of any Credit Party such Stock or Subsidiary thereof Stock Equivalents in such joint venture which shall be permitted hereunder to be made in favor of the Administrative Agent); provided that such restrictions and conditions were not entered into in contemplation or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit connection with such dispositions without granting such reciprocal easementsPerson becoming a Subsidiary.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction or encumbrance of any kind on the ability of any such Credit Party or Subsidiary to (a) pay dividends or make any other distribution distributions on any of such Credit Party’s or Subsidiary’s its Stock or Stock Equivalents or to pay fees, including management feesparticipation in its profits owned by Holdings or any of its Subsidiaries, or make other payments and distributions pay any Indebtedness owed to the Issuer Holdings or any other Credit Party except those contained in the First Lien Indebtedness Documents of its Subsidiaries, (b) make loans or in the documents evidencing other Indebtedness permitted hereunder but only advances to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit Holdings or any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon (c) transfer any of its properties or assets in favor to Holdings or any of Agent securing Obligationsits Subsidiaries, whether now owned except for such encumbrances or hereafter acquired except restrictions existing by reason of (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liensapplicable law, (ii) restrictions set forth in a lease of Real Estate if this Agreement and to the extent same only apply to the Issuer’s leasehold estate created by such leaseother Loan Documents, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Lawthe Second Lien Indebtedness Documents, (Biv) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or provisions restricting subletting or assignment of any lease governing a any leasehold interestinterest of Holdings or any of its Subsidiaries, (v) customary provisions restricting assignment of any Credit Party or Subsidiary thereof permitted hereunder or licensing agreement (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the Ordinary Course of Business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, (vii) restrictions with respect to a Subsidiary of the Borrower and imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the outstanding Stock or all or substantially all of the assets of such Subsidiary in compliance with the other provisions of this Agreement, (viii) restrictions existing with respect to any Person or the property or assets of such Person acquired by the Borrower or any of its Subsidiaries in a Permitted Acquisition in compliance with this Agreement and existing at the time of such Permitted Acquisition and not incurred in contemplation thereof, which prohibit encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such dispositions without granting Person or the property or assets of such reciprocal easementsPerson so acquired, (ix) customary provisions in joint venture agreements and other similar agreements in each case relating solely to the applicable joint venture or similar entity or the Stock or Stock Equivalents therein entered into in the Ordinary Course of Business, (x) restrictions contained in the terms of purchase money obligations or Capitalized Lease Obligations not incurred in violation of this Agreement, provided that such restrictions relate only to the Property financed with such Indebtedness (and the proceeds thereof), and (xi) any other customary provisions arising or agreed to in the Ordinary Course of Business not relating to Indebtedness or Stock or Stock Equivalents that do not individually or in the aggregate (x) detract in any material respect from the value of the assets of Holdings or any of its Subsidiaries or (y) otherwise impair the ability of Holdings or any of its Subsidiaries to perform their obligations under the Loan Documents.

No Negative Pledges. Except pursuant to the Loan Documents, the 2012 Note Indenture, the 2014 Notes Indenture, the 2015 Notes Indenture, the 2016 Notes Indenture, and the Collateral Trust Agreement (a) No or any indenture or agreement pursuant to which the Existing Notes are then outstanding or any permitted refinancing thereof), no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on Contractual Obligation that limits the ability of any Credit Party or a Subsidiary to pay to the Credit Parties or any Subsidiary of a Credit Party dividends or make any other distribution to the Credit Parties or any Subsidiary of any Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Credit Party in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired except acquired; provided that the foregoing clauses (i) and (ii) shall not apply to Contractual Obligations which (A) (x) exist on the date hereof or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any document or instrument governing Liens disposition permitted pursuant by Section 5.2 (so long as the applicable restriction applies solely to Sections 5.1(h) and 5.1(ithe assets the subject of such disposition), provided that any such restriction contained therein relates only (E) are customary provisions in joint venture agreements and other similar agreements applicable to the asset or assets subject to such joint ventures otherwise permitted Liensunder this Agreement, (iiF) are negative pledges and restrictions set forth on Liens in a lease favor of Real Estate if and any holder of Indebtedness permitted under Section 5.5(a)(4) but solely to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect negative pledge relates to the property financed by or the subject to of such sale or dispositionIndebtedness, (CG) restricts licensing are customary restrictions on leases, subleases, licenses or sublicensing or assignment of a contract asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interestinterest of the Borrower or any Subsidiary, (I) are customary provisions restricting assignment of any Credit Party or Subsidiary thereof permitted hereunder or agreement entered into in the ordinary course of business, and (DJ) consists of customary are restrictions on cash or other deposits imposed by customers under contracts entered into in the disposition ordinary course of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsbusiness.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained in Party, other than pursuant to the Loan Documents, the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documentsand any documentation governing Permitted Junior Debt. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Administrative Agent, whether now owned or hereafter acquired except in connection with (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), ) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth customary provisions (not entered into in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such leaseconnection with, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract)anticipation or contemplation of, or the transactions contemplated hereunder and the Related Transactions) restricting subletting or assignment of any lease governing a leasehold interest, (iii) with respect to third party contracts, customary limitations (not entered into in connection with, or in anticipation or contemplation of, the transactions contemplated hereunder and the Related Transactions) on the ability of any a party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business which by their terms prohibit the assignment of such agreements (to the extent such prohibition is enforceable by law) or the granting of Liens on the rights contained therein; provided that such licenses and contracts (other than shrink-wrap software licenses) are not, in the aggregate, material to the business of such Credit Party and are not related to any material Property, and (vi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of equity interests or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found assets in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsjoint ventures.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Loan Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Loan Party’s or Subsidiary’s Capital Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents Loan Party, or in the documents evidencing other Indebtedness permitted hereunder but only to make loans or advances to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shallBorrower, and no Credit Party shall permit or to transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to the Borrower, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Collateral Agent, whether now owned or hereafter acquired except acquired; provided that the foregoing in this Section 9.24 shall not apply to restrictions and conditions (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created imposed by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (Bii) consists of imposed by the Note Documents, (iii) existing on the date hereof and identified on Schedule 9.24 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iv) to customary restrictions and conditions contained in agreements relating to the sale of 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 by the terms of this Agreement, (v) clause (b) shall not apply to restrictions or conditions imposed by any agreement relating to the sale secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but conditions apply only with respect to the property subject or assets securing such Indebtedness and (vi) clause (b) of the foregoing shall not apply to such sale or disposition, (C) restricts licensing or sublicensing or customary provisions in leases restricting the assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsthereof.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Loan Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Loan Party’s or Subsidiary’s Capital Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents Loan Party, or in the documents evidencing other Indebtedness permitted hereunder but only to make loans or advances to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shallBorrower, and no Credit Party shall permit or to transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to the Borrower, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Collateral Agent, whether now owned or hereafter acquired except acquired; provided that the foregoing in this Section 9.24 shall not apply to restrictions and conditions (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created imposed by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (Bii) consists of imposed by the Loan Documents or the ABL Credit Agreement (or any related document), (iii) existing on the date hereof and identified on Schedule 9.24 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iv) to customary restrictions and conditions contained in agreements relating to the sale of 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 by the terms of this Agreement; provided further that clause (b) of the foregoing shall not apply to (i) restrictions or conditions imposed by any agreement relating to the sale secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but conditions apply only with respect to the property subject to or assets securing such sale or disposition, Indebtedness and (Cii) restricts licensing or sublicensing or customary provisions in leases restricting the assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsthereof.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s 's or Subsidiary’s 's Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer a Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired except acquired; provided that the foregoing in this Section 5.15 shall not apply to restrictions and conditions (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created imposed by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (Bii) consists imposed by the Loan Documents, (iii) imposed by the Term Loan Documents, (iv) existing on the date hereof and identified on Schedule 5.16 of the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (v) to customary restrictions and conditions contained in agreements relating to the sale of 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 by the terms of this Agreement, (vi) clause (b) shall not apply to restrictions or conditions imposed by any agreement relating to the sale secured Indebtedness permitted by this Agreement if such restrictions or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but conditions apply only with respect to the property subject or assets securing such Indebtedness and (vii) clause (b) of the foregoing shall not apply to such sale or disposition, (C) restricts licensing or sublicensing or customary provisions in leases restricting the assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsthereof.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (i) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than the Borrower) or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired acquired; except (iA) in connection with any document or instrument governing Liens permitted pursuant to Sections subsections 5.1(h) and ), 5.1(i), 5.1(q), 5.1(r) and, as long as the fair market value of assets subject to such permitted Liens does not exceed the amount of Indebtedness secured, 5.1(w) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (iiB) restrictions set forth in a lease of Real Estate if and to the extent same only foregoing shall not apply to the Issuer’s leasehold estate created restrictions and conditions imposed by such leaselaw, and (iii) this Agreement or by any prohibition or limitation that (A) exists pursuant to applicable Requirements of Lawother Loan Document, (BC) consists of the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 5.16 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (D) the foregoing shall not apply to customary restrictions and conditions contained in any agreement agreements relating to the sale permitted hereunder of 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 hereunder, (E) the foregoing shall not apply to restrictions and conditions contained in agreements or other disposition instruments evidencing any Indebtedness of any property an Excluded Foreign Subsidiary permitted to be incurred under Section 5.2 pending 5.5; provided that the consummation income and results of operations of such sale or dispositionExcluded Foreign Subsidiary shall be excluded from the calculation of the covenants set forth in Article VI, but only with respect and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and licenses restricting the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsthereof.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained Party, in the First each case, other than as provided in this Agreement, any other Loan Document or any Second Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness DocumentsTerm Loan Document. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired acquired, except in connection with (i) in connection with any document or instrument governing Liens permitted pursuant to Sections subsections 5.1(h), 5.1(i) and 5.1(i)5.1(q) or otherwise permitted hereunder and set forth on Schedule 5.16, provided provided, in each case, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth customary provisions in a lease joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 5.4 and applicable solely to such joint ventures entered into in the ordinary course of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such leasebusiness, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby provided that any such restriction contained in any agreement relating therein relates only to the sale asset or assets subject thereto and (iv) this Agreement, any other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party Loan Document or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsSecond Lien Term Loan Document.

No Negative Pledges. (a) No The Credit Party shall, Parties shall not and no Credit Party shall not cause or permit any of its their Subsidiaries to, to directly or indirectlyindirectly enter into or assume any agreement (other than the Loan Documents, create or otherwise cause or suffer the 2011 Indenture, the 2011 High Yield Notes, the 2011 Term Loan B Credit Agreement and agreements entered into with respect to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only under Section 5.1(f) and any Permitted Refinancing with respect to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly the foregoing) prohibiting the creation or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence assumption of any Lien upon any of its assets in favor of Agent securing Obligationsproperties or assets, whether now owned or hereafter acquired except and other than (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or provisions restricting subletting or assignment of under any lease governing a leasehold interestinterest or lease of personal property; (ii) restrictions with respect to a Subsidiary imposed pursuant to any agreement which has been entered into for the sale or disposition of all or substantially all of the equity interests or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the equity interests or assets of such Subsidiary is permitted under this Agreement; and (iii) restrictions on assignments or sublicensing of licensed Intellectual Property. No reference to Permitted Encumbrances in this Agreement or any other Loan Document, including any statement or provision as to the acceptability of any Credit Party Permitted Encumbrances or Subsidiary thereof the permitted priority thereof, shall in any way constitute or be construed so as to provide for a subordination of any rights of the Agents or the Lenders hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found arising under any Loan Documents in reciprocal easement agreements favor of any Credit Party holder of such Permitted Encumbrances or any of its Subsidiaries which prohibit Lien ranking in priority to such dispositions without granting such reciprocal easementsPermitted Encumbrances.

No Negative Pledges. (a) 257. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than the Borrower) or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained (i) pursuant to the Loan Documents, (ii) required by any applicable Requirements of Law, (iii) any agreement in effect at the First Lien Indebtedness Documents time such Subsidiary becomes a Restricted Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the documents evidencing other Indebtedness permitted hereunder but only Borrower or (iv) with respect to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documentsany Property subject to a Permitted Lien. 258. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Administrative Agent, whether now owned or hereafter acquired acquired, except (i1) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(hsubsections 5.1(i) and 5.1(i5.1(j), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Permitted Liens, (ii2) customary restrictions set forth in a lease of Real Estate if and leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the extent same only apply property interest, rights or the assets subject thereto, (3) pursuant to the Issuer’s leasehold estate created by such lease, and (iii) requirements of any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B4) consists customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary, (5) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or dispositioncovered thereby, (C6) restricts licensing any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or sublicensing in contemplation of such Person becoming a Subsidiary of Borrower, (7) restrictions or prohibitions existing on the Closing Date and (to the extent not otherwise permitted by this Section 5.10) listed on Schedule 5.10, (8) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (9) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business and (10) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 5.5 that are, taken as a contract (provided nothing therein limits whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as such restrictions do not impair in the ability of a party thereto the Credit Parties to assign its interests in and to all proceeds derived from or in connection with such contract)perform their obligations under the Loan Documents, or subletting or assignment require the grant of any lease governing security for any obligation if such property is given as security for the Obligations, other than on a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementssubordinated basis.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer any Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents Party, or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shallmake loans or advances to any Borrower, and no Credit Party shall permit or to transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to any Borrower, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Term Agent, whether now owned or hereafter acquired except acquired; provided that the foregoing in this Section 5.16 shall not apply to restrictions and conditions (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created imposed by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (Bii) consists of imposed by the Loan Documents, (iii) existing on the date hereof and identified on Schedule 5.16 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iv) to customary restrictions and conditions contained in agreements relating to the sale of 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 by the terms of this Agreement, (v) clause (b) shall not apply to restrictions or conditions imposed by any agreement relating to the sale secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but conditions apply only with respect to the property subject or assets securing such Indebtedness and (vi) clause (b) of the foregoing shall not apply to such sale or disposition, (C) restricts licensing or sublicensing or customary provisions in leases restricting the assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsthereof.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Domestic Subsidiaries to, directly or indirectly, (a) to create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Domestic Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Domestic Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer a Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents Party, or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired except (i) customary restrictions and conditions contained in agreements relating to the sale of property pending such sale, provided such restrictions and conditions apply only to the property to be sold and such sale is permitted hereunder, (ii) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (iii) in connection with the organizational documents, or any agreement in respect of any Indebtedness, of a Joint Venture, and (iv) in connection with any document or instrument governing relating to purchase money Indebtedness, Capital Lease Obligations, other secured Indebtedness and Liens permitted pursuant to Sections 5.1(h) and 5.1(i), by this Agreement provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) and any encumbrances or restrictions set forth in a lease of Real Estate if and to imposed by any amendments or refinancings that are otherwise permitted by the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition Loan Documents of any property permitted under Section 5.2 pending the consummation of such sale agreement; provided that such amendments or disposition, but only refinancings are not materially more restrictive with respect to the property subject such encumbrances and restrictions than those prior to such sale amendment or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsrefinancing.

No Negative Pledges. (a) No Credit Party From and after the Closing Date, no Borrower or Guarantor shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Agent, whether now owned or hereafter acquired acquired, except for (i) restrictions arising in connection with any document cash or instrument governing Liens other deposits permitted pursuant to under Sections 5.1(h) 5.1 or 5.4 and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject limited to such permitted Lienscash or deposit, (ii) restrictions set forth in a lease of Real Estate if this Agreement and to the extent same only apply to the Issuer’s leasehold estate created by such leaseother Loan Documents, and (iii) the Secured Notes, the indenture governing the Secured Notes, the security documents with respect to the Secured Notes and all other documents executed and delivered with respect to the Secured Notes, (iv) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation that (A) exists pursuant to applicable Requirements of Lawshall only be effective against the assets financed thereby and the proceeds thereof), (Bv) consists Contractual Obligations incurred in the Ordinary Course of Business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation or limit the assignment of such Contractual Obligation or rights under such Contractual Obligation, (vi) prohibitions and limitations in effect on the date hereof and listed on Schedule 5.9, (vii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest and customary net worth provisions in leases, (viii) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 5.2, (ix) any agreement in effect at the sale time any Restricted Subsidiary becomes a Credit Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Parent Borrower and any renewal thereof, (x) any Indebtedness of a Restricted Subsidiary of the Parent Borrower that is not a Guarantor to the extent such Indebtedness is permitted by Section 5.5, (xi) customary provisions in joint venture agreements, partnership agreements, limited liability company organizational governance document, and other similar agreements applicable to partnerships, limited liability companies, joint ventures and similar Persons permitted by Section 5.4 and applicable solely to such Persons or other disposition the transfer of ownership therein, (xii) negative pledges and restrictions on Liens in favor of any property holder of Indebtedness permitted under Section 5.2 pending the consummation of such sale or disposition5.5, but only with respect solely to the extent any negative pledge relates to the property financed by or the subject to of such sale or dispositionIndebtedness, (Cxiii) restricts licensing comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 5.5 to the extent that such restrictions apply only to the specific property or sublicensing assets securing such Indebtedness, (xiv) any prohibition or assignment limitation that exists pursuant to any applicable Requirement of a contract Law and (provided nothing therein limits xv) any prohibition or limitation that exists pursuant to any Permitted Receivables Financings or Supply Chain Financings, but solely to the ability extent any negative pledge relates to the property financed by or the subject of a party thereto to assign its interests in and to all proceeds derived from such Permitted Receivables Financings or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsSupply Chain Financings.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction or encumbrance of any kind on the ability of any such Credit Party or Subsidiary to (a) pay dividends or make any other distribution distributions on any of such Credit Party’s or Subsidiary’s its Stock or Stock Equivalents or to pay fees, including management feesparticipation in its profits owned by Holdings or any of its Subsidiaries, or make other payments and distributions pay any Indebtedness owed to the Issuer Holdings or any of its Subsidiaries, (b) make loans or advances to Holdings or any of its Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of its Subsidiaries, except for such encumbrances or restrictions existing by reason of (i) applicable law, (ii) this Agreement and the other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in Loan Documents, (iii) the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligations, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (iiiv) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or provisions restricting subletting or assignment of any lease governing a any leasehold interestinterest of Holdings or any of its Subsidiaries, (v) customary provisions restricting assignment of any Credit Party or Subsidiary thereof permitted hereunder or licensing agreement (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the Ordinary Course of Business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, (vii) restrictions with respect to a Subsidiary of the Borrower and imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the outstanding Stock or all or substantially all of the assets of such Subsidiary in compliance with the other provisions of this Agreement, (viii) restrictions existing with respect to any Person or the property or assets of such Person acquired by the Borrower or any of its Subsidiaries in a Permitted Acquisition in compliance with this Agreement and existing at the time of such Permitted Acquisition and not incurred in contemplation thereof, which prohibit encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such dispositions without granting Person or the property or assets of such reciprocal easementsPerson so acquired, (ix) customary provisions in joint venture agreements and other similar agreements in each case relating solely to the applicable joint venture or similar entity or the Stock or Stock Equivalents therein entered into in the Ordinary Course of Business, (x) restrictions contained in the terms of purchase money obligations or Capitalized Lease Obligations not incurred in violation of this Agreement, provided that such restrictions relate only to the Property financed with such Indebtedness (and the proceeds thereof), and (xi) any other customary provisions arising or agreed to in the Ordinary Course of Business not relating to Indebtedness or Stock or Stock Equivalents that do not individually or in the aggregate (x) detract in any material respect from the value of the assets of Holdings or any of its Subsidiaries or (y) otherwise impair the ability of Holdings or any of its Subsidiaries to perform their obligations under the Loan Documents.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party Party, in each case except those contained (i) customary provisions in joint venture agreements, limited liability operating agreements, partnership agreements, stockholders agreements, other organizational documents and other similar agreements for Subsidiaries that are not Wholly-Owned Subsidiaries of the First Lien Indebtedness Documents Borrower not entered into in contemplation of any senior financing and (ii) stock sale agreements, joint venture agreements, sale/leaseback agreements, purchase agreements, or in acquisition agreements (including by way of merger, acquisition or consolidation) entered into by the documents evidencing other Indebtedness permitted hereunder but only Borrower or any Subsidiary solely to the extent not more restrictive than pending the restrictions contained in consummation of the First Lien Indebtedness Documentsunderlying transactions that would be otherwise permitted hereunder. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired acquired, except (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h6.1(h) and 5.1(i), 6.1(i) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens), (ii) restrictions set forth customary provisions in a lease leases and subleases restricting the subletting or assignment of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and leased property thereunder; (iii) customary provisions in agreements, licenses or sublicenses entered into in the ordinary course of business restricting assignment or transfer of (including the granting of any prohibition Lien upon) such agreement, license or limitation that sublicense; (Aiv) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any (x) agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale assets or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements Stock of any Credit Party or any of its Subsidiaries pending the consummation of such sale, provided that (A) such restrictions and conditions apply only to the property to be sold, (B) such agreement does not prohibit or restrict Liens in favor of the Agent and (C) such sale is permitted under Section 6.4; (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Credit Party, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of a Credit Party and does not extend to any Collateral; (vi) customary restrictions on cash deposits or other deposits imposed by customers or suppliers under contracts entered into in the ordinary course of business and (vii) customary restrictions on pledges and transfers pertaining to the Stock issued by Persons which prohibit such dispositions without granting such reciprocal easementsare not Subsidiaries contained in the applicable joint venture agreement or other organizational document to the extent not entered into in contemplation of any senior financing.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party (other than Partnership) or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer any Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness DocumentsParty. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing to secure the Obligations, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only acquired. The foregoing shall not apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Lawrestrictions and conditions imposed by law or by any Loan Document, (B) consists of customary restrictions and conditions contained in agreements relating to the sale of 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 hereunder, (C) restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) restrictions and conditions imposed on the ability of any Loan Party to create, incur or permit to exist any Lien on any carbon credits or similar allowances of such Loan Party by any agreement with a third party that is not an Affiliate of Parent, Holdings, any Borrower or the Subsidiaries, (E) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of any interest in joint ventures; (F) restrictions or conditions imposed by any agreement relating to the sale secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but conditions apply only with respect to the property subject to or assets securing such sale or dispositionIndebtedness, and (CG) restricts licensing or sublicensing or customary provisions in leases and other contracts restricting the assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsthereof.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Loan Party or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Loan Party’s or Restricted Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Restricted Subsidiary except pursuant to Credit Party except Agreement Refinancing Indebtedness or any Permitted Refinancing consistent with the terms hereof, those contained in the First Lien Indebtedness Loan Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Loan Documents. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor pledged to the Collateral Agent, for the benefit of Agent securing the Secured Parties, as security for the Obligations, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(iSection 7.01(j), provided provided, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, Permitted Liens and (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements requirements of Lawlaw, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 7.05 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, disposition or (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Loan Party or Restricted Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementshereunder.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Subsidiary of a Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party Party, except those contained for (a) any restriction in the First Lien Indebtedness Loan Documents or other orders in the documents evidencing Case reasonably satisfactory to the Agent, the SCP Loan Documents and the 6.75% Notes Indenture, (b) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and applicable solely to such joint venture entered into in the Ordinary Course of Business, (c) restrictions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and (e) restrictions binding upon any Foreign Subsidiary in connection with the incurrence of any Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documentshereunder. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing ObligationsAgent, whether now owned or hereafter acquired except (ia) in connection with any document or instrument governing Liens permitted pursuant to Sections subsections 5.1(h), 5.1(i) and 5.1(i), 5.1(r) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (iib) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise not prohibited hereby so long as such restrictions relate to the assets subject thereto, (c) prohibitions existing pursuant to applicable law, (d) restrictions set forth binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such leaseSubsidiary, and (iiiv) restrictions binding upon any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or Foreign Subsidiary in connection with such contract), or subletting or assignment the incurrence of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof Indebtedness permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementshereunder.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or such Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s 's Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries toSubsidiaries, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Agent, whether now owned or hereafter acquired except (i) in connection with (1) any document or instrument governing Liens permitted pursuant to Sections subsections 5.1(h) and 5.1(i), (i) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, Liens (ii2) restrictions set forth any other agreement that does not restrict in a lease of Real Estate if and any manner (directly or indirectly) Liens created pursuant to the extent same only apply Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Issuer’s leasehold estate created by such lease, Obligations; and (iii3) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or dispositionsale, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, interest of any Credit Party or Subsidiary thereof permitted hereunder or Party, (D) consists exists in any agreement in effect at the time such Credit Party becomes a Credit Party, so long as such agreement was not entered into in contemplation of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any such person becoming a Credit Party or (E) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of its Subsidiaries which prohibit the contracts, instruments or obligations referred to in clause (2) or (3)(D); provided that such dispositions without granting amendments and refinancings are no more materially restrictive with respect to such reciprocal easements.prohibitions and limitations than those prior to such amendment or refinancing..

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Loan Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Loan Party’s or Subsidiary’s Capital Stock or Stock Equivalents or to pay fees, including management fees, fees or make other payments and distributions to the Issuer Borrower or any other Credit Party except those contained in the First Lien Indebtedness Documents Loan Party, or in the documents evidencing other Indebtedness permitted hereunder but only to make loans or advances to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shallBorrower, and no Credit Party shall permit or to transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to the Borrower, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligationsthe Collateral Agent, whether now owned or hereafter acquired except acquired; provided that the foregoing in this Section 9.24 shall not apply to restrictions and conditions (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created imposed by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (Bii) consists of imposed by the Loan Documents or the Convertible Note Agreement (or any related document), (iii) existing on the date hereof and identified on Schedule 9.24 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iv) to customary restrictions and conditions contained in agreements relating to the sale of 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 by the terms of this Agreement; provided further that clause (b) of the foregoing shall not apply to (i) restrictions or conditions imposed by any agreement relating to the sale secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but conditions apply only with respect to the property subject to or assets securing such sale or disposition, Indebtedness and (Cii) restricts licensing or sublicensing or customary provisions in leases restricting the assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easementsthereof.