Common use of Negative Pledge Clause in Contracts

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter into any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to create, incur, pledge or suffer to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon any real property assets of the Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leases.

Negative Pledge. Neither the Borrower nor The Loan Parties will not, and will not permit any Guarantor will directly or indirectly of their Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreementin favor of Agent) with any Person that prohibits prohibiting or restricts conditioning the creation or limits the ability assumption of the Borrower or Guarantors to create, incur, pledge or suffer to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement Obligations upon any real property assets of the Borrower or any Guarantorits assets; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (i) restrictions or conditions imposed by Requirements of Law or by this Agreement or any other Loan Document, (ii) customary restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such disposition, provided sale, (iii) restrictions or conditions imposed by any agreement relating to secured or purchase money Indebtedness or capital leases permitted by this Agreement if such restrictions and conditions apply only to the property or assets subject to securing such disposition, Indebtedness, (div) contained customary provisions in leases or lease and other agreements that are customary and restrict contracts restricting the assignment thereof, (v) customary anti-assignment clauses in licenses under which the Borrower or sublettingany of its Subsidiaries are the licensees, (vi) thereof and relate only to the assets subject theretoany agreement in effect at a time a Person becomes a Subsidiary, (e) set forth in any Refinancing Indebtedness (so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, (vii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents; provided that such amendments or refinancings are no more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendments or refinancings, (viii) customary restrictions on Liens imposed by agreements relating to deposit accounts and cash deposits and in the ordinary course of business, (ix) [Reserved], and (x) restrictions or conditions set forth therein are not materially more restrictive than in the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesABL Loan Documents.

Negative Pledge. Neither Holdings, Intermediate Holdings and the Borrower nor Borrowers will not, and will not permit any Guarantor will directly Restricted Subsidiary or indirectly Intermediate Holdings to enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions imposed by: (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) the Loan Second Lien Credit Documents, (iv) any documentation relating to any Permitted Receivables Financing, (v) any documentation governing Incremental Equivalent Debt, (vi) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vii) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxvii), (viii) the Securities Purchase Agreement and (ix) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (viii) above; provided that with respect to Indebtedness referenced in (A) clauses (v) and (vii) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (vi) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to Intermediate Holdings, Holdings, any Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (so long as such h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in the ordinary course of the Indebtedness being refinanced), or business; and (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as Holdings has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of Holdings and its Subsidiaries to meet their ongoing obligations.

Negative Pledge. Neither Holdings and the Borrower nor will not, and will not permit any Guarantor will directly or indirectly Restricted Subsidiary to, enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions imposed by: (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) the Loan Second Lien Credit Documents, (iv) any documentation relating to any Permitted Receivables Financing, (v) any documentation governing Incremental Equivalent Debt, (vi) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vii) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxvii) and (viii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vii) above; provided that with respect to Indebtedness referenced in (A) clauses (v) and (vii) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (vi) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to Holdings, the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (so long as such h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in the ordinary course of the Indebtedness being refinanced), or business; and (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as Holdings has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of Holdings and its Subsidiaries to meet their ongoing obligations.

Negative Pledge. Neither the Borrower nor The Loan Parties will not, and will not permit any Guarantor will directly or indirectly of their Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreementin favor of Agent) with any Person that prohibits prohibiting or restricts conditioning the creation or limits the ability assumption of the Borrower or Guarantors to create, incur, pledge or suffer to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement Obligations upon any real property assets of the Borrower or any Guarantorits assets; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (i) restrictions or conditions imposed by Requirements of Law or by this Agreement or any other Loan Document, (ii) customary restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such disposition, provided sale, (iii) restrictions or conditions imposed by any agreement relating to secured or purchase money Indebtedness or capital leases permitted by this Agreement if such restrictions and conditions apply only to the property or assets subject to securing such disposition, Indebtedness, (div) contained customary provisions in leases or lease and other agreements that are customary and restrict contracts restricting the assignment thereof, (v) customary anti-assignment clauses in licenses under which the Borrower or sublettingany of its Subsidiaries are the licensees, (vi) thereof and relate only to the assets subject theretoany agreement in effect at a time a Person becomes a Subsidiary, (e) set forth in any Refinancing Indebtedness (so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, (vii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents; provided that such amendments or refinancings are no more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendments or refinancings, (viii) customary restrictions on Liens imposed by agreements relating to Deposit Accounts and cash deposits and in the ordinary course of business, (ix) [Reserved], and (x) restrictions or conditions set forth therein are not materially more restrictive than in the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesABL Loan Documents.

Negative Pledge. Neither the Borrower nor The Company will not, and will not permit any Guarantor will directly or indirectly Restricted Subsidiary to, enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Note Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Holders of the Notes with respect to the terms of this Agreement upon any real property assets of Notes Obligations or under the Borrower or any GuarantorNotes Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (a) restrictions and conditions (a) imposed by (i) Requirements of Law, (ii) any Notes Documents, (iii) the ABL Credit Documents, (iv) the Loan Documents, (v) the Other Senior Secured Convertible Notes Documents, (vi) [reserved], (vii) any documentation governing Indebtedness incurred pursuant to Section 4.10(a)(xvi) and 4.10(a)(xiv), (viii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vii) above and (ix) the Transactions; provided that with respect to Indebtedness referenced in (A) clause (vii) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Notes Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (vi) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) imposed by customary restrictions and conditions existing on the IndentureIssue Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the Disposition of a Subsidiary or any disposition permitted hereby assets pending such disposition, Disposition; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are subject to of such disposition, Disposition and such Disposition is permitted hereunder; (d) contained customary provisions in leases leases, subleases, licenses, cross-licenses or sublicenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Indenture to the extent such restriction applies only to the assets subject thereto, property securing by such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Company or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness (so long as permitted pursuant to Section 4.10 that is incurred or assumed by Restricted Subsidiaries that are not Note Guarantors to the extent such restrictions set forth therein or conditions are not materially no more restrictive in any material respect than the comparable restrictions and conditions in the Notes Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions existing under agreements as in effect on the date of this Indenture and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in partnership agreements, limited liability company organizational governance documents, sale leaseback agreements, joint venture agreements and other similar agreements, in each case, entered into in the ordinary course of the Indebtedness being refinanced), or business; (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as the Company has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Company and its Subsidiaries to meet their ongoing obligations; and (l) restrictions arising in any Swap Agreement and/or any agreement relating to any Cash Management Obligation.

Negative Pledge. Neither the Borrower nor any Guarantor will directly Directly or indirectly enter into any agreement (other than this Agreement) with any Person that (a) prohibits or restricts or limits the ability of the Borrower or Guarantors any Guarantor to create, incur, pledge or suffer to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon any real property assets of the Borrower or any Guarantor; providedGuarantor in favor of or for the benefit of the Agent for the benefit of the Secured Parties, however, that those agreements creating Liens permitted under as contemplated by clause (vi1) of Section 6.02 or with respect to any Facility Letter of Credit or (b) prohibits, restricts or imposes any condition upon the definition ability of “Permitted Liens” (solely any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the extent Borrower or any Lien restrictions thereunder relate solely other Restricted Subsidiary or to limiting guarantee Debt of the aggregate amount of secured debt on a per lot basis in a market and customary manner, Borrower or any other Restricted Subsidiary; provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount(A) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the law or by any Loan DocumentsDocument, (bB) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such foregoing shall not apply to customary restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such dispositionsale, provided such restrictions and conditions apply only to the Subsidiary or the assets subject that are to be sold and the proceeds thereof, and such dispositionsale is permitted hereunder, (dC) contained in leases clause (a) of the foregoing shall not apply to restrictions or other agreements that are customary and restrict the assignment (conditions imposed by any agreement relating to Secured Debt permitted by this Agreement if such restrictions or subletting) thereof and relate conditions apply only to the property or assets subject theretosecuring such Debt and the proceeds thereof, (eD) set forth clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (E) clause (b) of the foregoing shall not apply to provisions in the Senior Notes or any Material Debt, in each case outstanding on the Closing Date, and any subsequent Material Debt permitted to be Incurred by this Agreement and any Refinancing Indebtedness (so long Debt with respect to the foregoing, to the extent such provisions in such Material Debt or such Refinancing Debt, taken as such restrictions set forth therein a whole, are not materially more restrictive than such provisions, taken as a whole, in (i) with respect to such Material Debt, the comparable provisions of Senior Notes, and (ii) with respect to such Refinancing Debt, the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesRefinanced Debt relating thereto.

Negative Pledge. Neither the The Borrower nor will not, and will not permit any Guarantor will directly or indirectly Restricted Subsidiary to, enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (a) restrictions and conditions (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) any documentation relating to any Permitted Receivables Financing, (iv) [reserved] and (v) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (iv) above; provided that with respect to Indebtedness referenced in (A) clause (iv) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsDocuments or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (iv) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being Refinanced; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (so long as such h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in the ordinary course of the Indebtedness being refinanced), or business; and (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter Enter into any agreement (other than this Agreement) with any Person that agreement, instrument, deed or lease which prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause provided that: (via) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by (A) law, (B) any Loan Document, (C) the Loan Documents, Senior Unsecured Notes or (D) the Senior Secured Notes; (b) imposed by the Indentureforegoing shall not apply to restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such dispositionsale, provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained the foregoing shall not apply to customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate the foregoing shall not apply to restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing such Indebtedness; (ef) the foregoing shall not apply to any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Company or any other Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness (so long as permitted pursuant to Section 7.03 to the extent such restrictions set forth therein or conditions are not materially no more restrictive than the comparable provisions restrictions and conditions in the Loan Documents or, in the case of Subordinated Debt, are market terms at the time of issuance or, in the case of Indebtedness being refinanced)of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries, provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11; and (fh) that are customary net worth provisions contained restrictions on cash or other deposits imposed by agreements entered into in real property leasesthe ordinary course of business.

Negative Pledge. Neither the Parent and Borrowers will not, and will not permit any Restricted Subsidiary of a Borrower nor any Guarantor will directly or indirectly to, enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Loan Parties with respect to the terms of this Agreement upon any real property assets of Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (a) restrictions and conditions (a) imposed by (i) applicable Laws, (ii) any Loan Document, (iii) the Term Loan Documents, (iv) the Convertible Notes Documents, (v) [reserved], (vi) Parent Series B Preferred Equity Documents and the documents evidencing transactions for the Parent Series B Preferred Equity Interests as of the Fourth Amendment Effective Time, (vii) [reserved] and (viii) any documentation governing any Permitted Refinancing incurred to refinance any such Debt referenced in clauses (i) through (vii) above; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the Disposition of a Restricted Subsidiary of a Borrower or any disposition permitted hereby assets pending such disposition, Disposition; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that is or are subject to of such disposition, Disposition and such Disposition is permitted hereunder; (d) contained customary provisions in leases leases, subleases, licenses, cross-licenses or sublicenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Debt permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Debt; (ef) any restrictions or conditions set forth in any Refinancing Indebtedness agreement in effect at any time any Person becomes a Restricted Subsidiary of a Borrower (so long as but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of a Borrower and the restriction or condition set forth in such agreement does not apply to any Borrower or any existing Restricted Subsidiary of a Borrower; (g) restrictions or conditions in any Debt permitted pursuant to Section 7.01 that is incurred or assumed by Restricted Subsidiaries of a Borrower that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary of a Borrower and its Subsidiaries, if any; (h) restrictions on cash (or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Liens); (i) restrictions set forth therein are not materially more restrictive than on Schedule 7.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in partnership agreements, limited liability company organizational governance documents, sale leaseback agreements, joint venture agreements and other similar agreements, in each case, entered into in the ordinary course of the Indebtedness being refinanced), or business; (fk) that are customary net worth provisions contained in real property leasesleases entered into by Restricted Subsidiaries of a Borrower, so long as Administrative Borrowers has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and the Restricted Subsidiaries of a Borrower to meet their ongoing obligations; and (l) restrictions arising in any Swap Contract and/or any agreement relating to any Cash Management Obligation.

Negative Pledge. Neither the The Borrower nor will not, and will not permit any Guarantor will directly or indirectly Restricted Subsidiary to, enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions imposed by: (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided, that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsDocuments or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases or leases, service agreements, licenses, sublicenses, covenants not to ▇▇▇ and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (so long as such h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions of the Indebtedness being refinanced), or in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Negative Pledge. Neither the Borrower nor The Loan Parties will not, and will not permit any Guarantor will directly or indirectly of their Subsidiaries to, enter into any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to create, incur, pledge or suffer to exist any agreement prohibiting or conditioning the creation or assumption of any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon any real property assets of the Borrower or any Guarantorits assets; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to (i) restrictions or conditions imposed by Requirements of Law or by this Agreement or any other Loan Document, (ii) customary restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such dispositionsale, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements Subsidiary that are customary is sold and restrict the assignment (or subletting) thereof and relate only to the assets subject theretoextent such sale is permitted hereunder, (eiii) restrictions or conditions imposed by any agreement relating to secured or purchase money Indebtedness or capital leases permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, (iv) customary provisions in leases and other contracts restricting the assignment thereof, (v) customary anti-assignment clauses in licenses under which the Borrowers or any of their Subsidiaries are the licensees, (vi) any agreement in effect at a time a Person becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, (vii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents; provided that such amendments or refinancings are no more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendments or refinancings, (viii) customary restrictions on Liens imposed by agreements relating to deposit accounts and cash deposits in the ordinary course of business, and (ix) restrictions or other conditions set forth in any Refinancing agreements in respect of Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions on Schedule 8.01(ii) to which any Subsidiary is party as of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesClosing Date.

Negative Pledge. Neither the Borrower nor The Loan Parties will not, and will not permit any Guarantor will directly or indirectly of their Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability in favor of the Borrower Agent) prohibiting or Guarantors to create, incur, pledge conditioning the creation or suffer to exist assumption of any Lien in favor of Lenders granted pursuant to the terms of this Agreement Obligations upon any real property assets of the Borrower or any Guarantorits assets; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (i) restrictions or conditions imposed by Requirements of Law or by this Agreement or any other Loan Document, (ii) customary restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such dispositionsale, provided (iii) restrictions or conditions imposed by any agreement relating to secured or purchase money Indebtedness or capital leases permitted by this Agreement if such restrictions and conditions apply only to the property or assets subject to securing such dispositionIndebtedness, (div) contained customary provisions in leases or lease and other agreements that are customary and restrict contracts restricting the assignment (or subletting) thereof and relate only to the assets subject theretothereof, (ev) set forth customary anti-assignment clauses in licenses under which the Borrowers or any Refinancing Indebtedness of their Subsidiaries are the licensees, (vi) any agreement in effect at a time a Person becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, (vii) any encumbrances or restrictions set forth therein imposed by any amendments or refinancings that are not materially otherwise permitted by the Loan Documents; provided that such amendments or refinancings are no more restrictive restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendments or refinancings, (viii) customary restrictions on Liens imposed by agreements relating to cash deposits and in the comparable provisions ordinary course of business, and (ix) restrictions and conditions contained in any of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesTerm Loan Documents.

Negative Pledge. Neither Holdings, Intermediate Holdings and the Borrower nor Borrowers will not, and will not permit any Guarantor will directly Restricted Subsidiary or indirectly Intermediate Parent to enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions imposed by: (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved] (iv) any documentation relating to any Permitted Receivables Financing and/or Permitted Film/TV Financing or in connection with the Permitted Film/TV Business, (v) any documentation governing Incremental Equivalent Debt, (vi) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vii) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxvii) and (viii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vii) above; provided that with respect to Indebtedness referenced in (A) clauses (v) and (vii) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsDocuments or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (vi) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to Intermediate Holdings, any Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (so long as such h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in the ordinary course of the Indebtedness being refinanced), or business; and (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as Intermediate Holdings has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of Intermediate Holdings and its Subsidiaries to meet their ongoing obligations.

Negative Pledge. Neither Holdings and the Borrower nor will not, and will not permit any Guarantor will directly Restricted Subsidiary or indirectly Intermediate Parent to enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (a) restrictions and conditions (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted Senior Refinancing Debt or Permitted Junior Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxvi) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vii) above; provided that with respect to Indebtedness referenced in (A) clauses (iv) and (vi) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsDocuments or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement is imposed solely on such Restricted Subsidiary and its subsidiaries; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (so long as such h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.04 and applicable solely to such joint venture and entered into in the ordinary course of the Indebtedness being refinanced), or business; and (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as Holdings has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of Holdings and its Subsidiaries to meet their ongoing obligations.

Negative Pledge. Neither Holdings nor the Borrower will, nor will they permit any Guarantor will directly or indirectly Restricted Subsidiary to, enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the applicable Secured Parties with respect to the terms of this Agreement upon any real property assets of applicable Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (a) restrictions and conditions (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) the Loan ABL North America Credit Documents (as in effect on the Forbearance Effective Date), (iv) the Senior Secured Convertible Notes Documents, (v) any Permitted ABL EMEA Credit Facility, (vi) [reserved], (vii) the Holdings Series B Preferred Equity Documents (as in effect on the Forbearance Effective Date or as modified thereafter in a Manner Not Adverse) and the Exchange Agreement (as in effect on the Forbearance Effective Date or as modified thereafter in a Manner Not Adverse) and (viii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vii) above; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the Disposition of a Subsidiary or any disposition permitted hereby assets pending such disposition, Disposition; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are subject to of such disposition, Disposition and such Disposition is permitted hereunder; (d) contained customary provisions in leases leases, subleases, licenses, cross-licenses or sublicenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (so long as such h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in partnership agreements, limited liability company organizational governance documents, sale leaseback agreements, joint venture agreements and other similar agreements, in each case, entered into in the ordinary course of the Indebtedness being refinanced), or business; (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and the Subsidiaries to meet their ongoing obligations; and (l) restrictions arising in any Swap Agreement and/or any agreement relating to any Cash Management Obligation.

Negative Pledge. Neither the The Borrower nor will not, and will not permit any Guarantor will directly or indirectly Restricted Subsidiary to, enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions imposed by: (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided, that with respect to Indebtedness (A) referred to in clauses (iv) and (v) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsDocuments or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases or leases, service agreements, licenses, sublicenses, covenants not to sue and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (so long as such h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions of the Indebtedness being refinanced), or in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture; and (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Negative Pledge. Neither the Borrower nor (a) No Credit Party shall, and no Credit Party shall permit any Guarantor will directly or indirectly of its Restricted Subsidiaries to, enter into any agreement (other than this Agreement) with any Person that agreement, instrument, deed or lease which prohibits or restricts or limits the ability of the Borrower or Guarantors any Credit Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective Properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (i) restrictions and conditions (a) imposed by the Loan Documents(A) Requirements of Law, (bB) imposed by the Indentureany Loan Document, or by (C) any Permitted Refinancing consistent with the agreements governing terms hereof; (ii) restrictions and conditions existing on the Closing Date or to any other unsecured obligations for borrowed money permitted under this Agreementextension, so long as renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) conditions contained in agreements relating to the sale of a Restricted Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets subject that is or are to be sold and such dispositionsale is permitted hereunder; (iv) customary provisions in leases, leaseholds, licenses and other contracts restricting the assignment or subletting thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the Property securing such Indebtedness; (vi) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 5.3 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or, in the case of Junior Indebtedness, are market terms at the time of issuance or, in the case of Indebtedness of any Non-Credit Party, are imposed solely on such Non-Credit Party and its Subsidiaries; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 4.10 and no such restriction or condition shall cause any asset that otherwise would not be Excluded Property to be, or become, Excluded Property; (viii) restrictions on cash or other deposits imposed by agreements entered into in the Ordinary Course of Business or in connection with Liens permitted under Sections 5.1(e), (df) contained or (x); (ix) customary provisions restricting assignment of any agreement entered into in leases the Ordinary Course of Business; (x) customary restrictions on leases, subleases, licenses, sublicenses, asset sale or similar agreements, including with respect to intellectual property and other agreements that are customary and restrict the assignment (or subletting) thereof and similar agreements, otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; and (xi) customary provisions contained in an executed agreement relating to the sale of specific property permitted hereunder pending the consummation of such sale. (b) 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 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 Borrower or any other Credit Party, except pursuant to (i) the Loan Documents, (eii) agreements governing Indebtedness set forth in Sections 5.3(c), (f) and (s), (iii) restrictions or conditions in any Refinancing Indebtedness (so long as permitted pursuant to Section 5.3 to the extent such restrictions set forth therein or conditions are not materially no more restrictive than the comparable provisions restrictions and conditions in the Loan Documents, (iv) agreements in existence on the Closing Date and set forth on Schedule 5.12(b) and (v) agreements relating to any permitted purchase or sale agreement of the Indebtedness being refinanced), Borrower or (f) that are customary net worth provisions contained in real property leasesany of its Restricted Subsidiaries while such sale or purchase is pending for a period not to exceed 180 days.

Negative Pledge. Neither the Borrower nor Enter into or permit to exist any Guarantor will directly or indirectly enter into any agreement Contractual Obligation (other than this AgreementAgreement or any other Loan Document) with any Person that prohibits or restricts or limits the ability of the Borrower any Restricted Subsidiary (other than an Excluded Subsidiary) (i) that is not a Loan Party, to pay dividends or Guarantors distributions to (directly or indirectly), or to make or repay loans or advances to, any Loan Party or (ii) to create, incur, pledge assume or suffer to exist any Lien in favor Liens on property of Lenders granted pursuant to such Person (other than Excluded Assets) for the terms of this Agreement upon any real property assets benefit of the Borrower or any Guarantor; provided, however, Lenders to secure the Obligations under the Loan Documents (other than Incremental Facilities that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of are not secured debt on a per lot basis in a market and customary manner, first lien basis); provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions Contractual Obligations that: (a) imposed by (i) exist on the Loan DocumentsClosing Date, including Contractual Obligations governing Indebtedness incurred on the Closing Date to finance the Transactions and any Permitted Refinancing thereof (so long as the scope of Contractual Obligations is not expanded thereby) or other Contractual Obligations executed on the Closing Date in connection with the Transactions; (b) imposed by are binding on a Restricted Subsidiary at the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreementtime such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions (including Lien restrictions) set forth therein are Contractual Obligations were not materially more restrictive than the comparable provisions of this Agreement and the maturity date entered into in contemplation of such unsecured obligations is on Person becoming a Restricted Subsidiary or after binding with respect to any asset at the latest Facility Termination Date, time such asset was acquired; (c) contained are Contractual Obligations of a Restricted Subsidiary that is not a Loan Party or to the extent applicable only to Excluded Assets; (d) are customary restrictions that arise in agreements relating connection with (A) any Lien permitted by Section 7.01 and relate to the property subject to such Lien or (B) any disposition Disposition permitted hereby by Section 7.05 applicable pending such disposition, provided such restrictions and conditions apply only Disposition solely to the assets (including Equity Interests) subject to such dispositionDisposition; (e) are joint venture agreements and other similar agreements applicable to Joint Ventures permitted under Section 7.02; (f) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of or that secures such Indebtedness and the proceeds and products thereof; (g) are restrictions in leases, (d) contained in leases subleases, licenses, sublicenses or agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale or other agreements that are customary and restrict entered into in the assignment (or subletting) thereof and ordinary course of business so long as such restrictions relate only to the assets subject thereto; (h) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(d), (ef) set forth in any Refinancing Indebtedness (so long as g), (r)(i) or (v) to the extent that such restrictions set forth therein apply only to the property or assets securing such Indebtedness; (i) are not materially customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (j) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed by customers or trade counterparties under contracts entered into in the ordinary course of business; (l) arise in connection with cash or other deposits permitted under Section 7.01; (m) are restrictions that, taken as a whole, and in the good faith judgment of the Borrower, are (i) no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, (ii) no more restrictive than the comparable restrictions contained in this Agreement, or not reasonably anticipated to materially and adversely affect the Loan Parties’ ability to make any payments required hereunder; (n) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Borrower or any Restricted Subsidiary; (o) customary restrictions contained in Indebtedness permitted to be incurred pursuant to Section 7.03 (h), (i), (j), (k), (l), (m), (x) or (y); (p) Contractual Obligations that are subject to the applicable override provisions of the Indebtedness being refinanced)UCC; (q) customary provisions (including provisions limiting the Disposition, distribution or encumbrance of assets or property) included in sale leaseback agreements, or other similar agreements; (fr) that are customary net worth provisions contained in real property leasesagreements entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or any Restricted Subsidiary to meet its ongoing obligations; (s) restrictions arising in any agreement relating to (i) any Cash Management Obligation to the extent such restrictions relate solely to the cash, bank accounts or other assets or activities subject to the applicable Cash Management Services and (ii) any Hedge Agreements; (t) are restrictions on the granting of a security interest in Intellectual Property contained in licenses, sublicenses or cross-licenses by the Borrower or any Restricted Subsidiary of such Intellectual Property, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business; and (u) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith determination of the Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge. Neither the The US Borrower nor will not, and will not permit any Guarantor will of its Subsidiaries to, directly or indirectly indirectly, enter into into, incur or permit to exist any agreement (or other than this Agreement) with any Person arrangement that prohibits or prohibits, restricts or limits imposes any condition upon (a) the ability of the US Borrower or Guarantors any of its Subsidiaries to create, incur, pledge incur or suffer permit to exist any Lien in favor upon any of Lenders granted pursuant its property or assets, or (b) the ability of any Subsidiary of the US Borrower to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the terms of this Agreement upon any real property assets of the US Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) other Subsidiary of the definition US Borrower or to Guarantee Indebtedness of “Permitted Liens” (solely to the extent US Borrower or any Lien restrictions thereunder relate solely to limiting other Subsidiary of the aggregate amount of secured debt on a per lot basis in a market and customary manner, US Borrower; provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount(i) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, law or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such (ii) the foregoing shall not apply to restrictions (including Lien restrictions) set forth therein are not materially more restrictive than and conditions existing on the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Datehereof, (ciii) the foregoing shall not apply to Qualified Securitization Transactions, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such dispositionsale, provided such restrictions and conditions apply only to the assets subject Subsidiary that is to be sold and such dispositionsale is permitted hereunder, (dv) contained in leases [reserved], (vi) clause (a) above shall not apply to restrictions or other agreements that are customary and restrict the assignment (conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or subletting) thereof and relate conditions apply only to the property or assets subject thereto, securing such Indebtedness and (evii) set forth clause (a) above shall not apply to customary provisions in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than leases and other contracts restricting the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesassignment thereof.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter Enter into any agreement (other than this Agreement) with any Person that agreement, instrument, deed or lease which prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause provided that: (via) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by (A) law, (B) any Loan Document or (C) the Loan Term Facility Documents, ; (b) imposed by the Indentureforegoing shall not apply to restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such dispositionsale, provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained the foregoing shall not apply to customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate the foregoing shall not apply to restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing such Indebtedness; (ef) the foregoing shall not apply to any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrowers or any other Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness (so long as permitted pursuant to Section 7.03 to the extent such restrictions set forth therein or conditions are not materially no more restrictive than the comparable provisions restrictions and conditions in the Loan Documents or, in the case of Subordinated Debt, are market terms at the time of issuance or, in the case of Indebtedness being refinanced)of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries, provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11; and (fh) that are customary net worth provisions contained restrictions on cash or other deposits imposed by agreements entered into in real property leasesthe ordinary course of business.

Negative Pledge. Neither the Such Borrower nor any Guarantor will directly or indirectly enter into any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to not create, incur, pledge assume or suffer to exist any Lien on any of its assets, whether now owned or hereafter acquired, or on the income or profits therefrom, except (a) Liens in respect of Debt permitted under Section 5.11(b) and (c), (b) Liens for taxes, assessments or other governmental charges or levies which are not delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, and for which adequate reserves have been set aside in accordance with GAAP, provided that enforcement of such Liens is stayed pending such contest, (c) statutory Liens arising by operation of law such as mechanic’s, materialmen’s, carriers’ and warehousemen’s liens incurred in the ordinary course of business which are not delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted and for which adequate reserves have been set aside in accordance with GAAP, provided that enforcement of such Liens is stayed pending such contest, (d) Liens arising out of judgments or decrees which are being contested in good faith and by appropriate proceedings diligently conducted, and for which adequate reserves have been set aside in accordance with GAAP, provided that enforcement thereof is stayed pending such contest, (e) Liens in favor of Lenders such ▇▇▇▇▇▇▇▇’s Custodian granted pursuant to the terms custody agreement with the Custodian to secure obligations arising under such custody agreement, (f) [reserved], (g) Liens created in connection with such Borrower’s portfolio investments, repurchase agreements, securities lending and investment techniques (and not for the primary purpose of this Agreement upon any real property assets borrowing money) to the extent permitted by the provisions of the Prospectus or SAI and the investment policies and restrictions set forth therein and (h) for each TALF Borrower or any Guarantoronly, Liens granted in connection with the TALF Loans; provided, however, that those agreements creating the TALF Loans shall be secured solely by the TALF Loan Pledged Assets of such TALF Borrower and shall not be secured by any other assets of such TALF Borrower. For the avoidance of doubt, each SPV Designated Subsidiary of SIO only may grant Liens on its assets in connection with the Debt permitted to be incurred by such SPV Designated Subsidiary under clause (vi) Section 5.11(e); provided however that no Liens against any or all of the definition assets of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any SIO may support such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesDebt.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter Enter into any agreement (other than this Agreement) with any Person that agreement, instrument, deed or lease which prohibits or restricts or limits the ability of the Borrower or Guarantors (x) any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms Loan Obligations or under the Loan Documents or (y) any Restricted Subsidiary that is not a Loan Party to pay dividends or other distributions with respect to any of this Agreement upon any real property assets of the Borrower or any Guarantorits Equity Interests to a Loan Party; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (a) restrictions and conditions (a) imposed by (A) law or (B) any Loan Document or any credit agreement, indenture or other agreement in respect of a Permitted Refinancing except to the Loan Documentsextent any such amendment, modification or replacement expands the scope of any such restriction or condition; (b) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the Indentureextent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or by condition set forth in such agreement does not apply to the agreements governing Borrower or any other unsecured obligations for borrowed money Restricted Subsidiary; (g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or, in the case of Subordinated Debt, are market terms at the time of issuance or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries, provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.10; (h) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly-Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-Wholly-Owned Restricted Subsidiaries permitted under this AgreementSection 7.02 and applicable solely to such JV Entity or non-Wholly-Owned Restricted Subsidiary and the Equity Interests issued thereby; (j) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto; (k) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, (e) set forth taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Refinancing Restricted Subsidiary than customary market terms for Indebtedness (of such type, so long as the Borrower shall have determined in good faith that such restrictions set forth therein are will not materially more restrictive than adversely affect in any material respect its obligation or ability to make any payments required hereunder; and (l) restrictions created in connection with any Permitted Receivables Financing that, in the comparable provisions good faith determination of the Indebtedness being refinanced)Borrower, are necessary or (f) that are customary net worth provisions contained in real property leasesadvisable to effect such Permitted Receivables Financing.

Negative Pledge. Neither the Borrower nor The Loan Parties will not, and will not permit any Guarantor will directly or indirectly of their Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreementin favor of Agent) with any Person that prohibits prohibiting or restricts conditioning the creation or limits the ability assumption of the Borrower or Guarantors to create, incur, pledge or suffer to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement Obligations upon any real property assets of the Borrower or any Guarantorits assets; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (i) restrictions or conditions imposed by Requirements of Law or by this Agreement or any other Loan Document, (ii) customary restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such dispositionsale, provided (iii) restrictions or conditions imposed by any agreement relating to secured or purchase money Indebtedness or capital leases permitted by this Agreement if such restrictions and conditions apply only to the property or assets subject to securing such dispositionIndebtedness, (div) contained customary provisions in leases or lease and other agreements that are customary and restrict contracts restricting the assignment (or subletting) thereof and relate only to the assets subject theretothereof, (ev) set forth customary anti-assignment clauses in licenses under which the Borrowers or any Refinancing Indebtedness of their Subsidiaries are the licensees, (vi) any agreement in effect at a time a Person becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, (vii) any encumbrances or restrictions set forth therein imposed by any amendments or refinancings that are not materially otherwise permitted by the Loan Documents; provided that such amendments or refinancings are no more restrictive restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendments or refinancings, (viii) customary restrictions on Liens imposed by agreements relating to cash deposits and in the comparable provisions ordinary course of business, and (ix) restrictions and conditions contained in any of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesTerm Loan Documents.

Negative Pledge. Neither the Borrower nor The Loan Parties will not, and will not permit any Guarantor will directly or indirectly of their Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreementin favor of Agent) with any Person that prohibits prohibiting or restricts conditioning the creation or limits the ability assumption of the Borrower or Guarantors to create, incur, pledge or suffer to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement Obligations upon any real property assets of the Borrower or any Guarantorits assets; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (i) restrictions or conditions imposed by Requirements of Law or by this Agreement or any other Loan Document, (ii) customary restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such disposition, provided sale, (iii) restrictions or conditions imposed by any agreement relating to secured or purchase money Indebtedness or capital leases permitted by this Agreement if such restrictions and conditions apply only to the property or assets subject to securing such disposition, Indebtedness, (div) contained customary provisions in leases or lease and other agreements that are customary and restrict contracts restricting the assignment thereof, (v) customary anti-assignment clauses in licenses under which the Borrower or sublettingany of its Subsidiaries are the licensees, (vi) thereof and relate only to the assets subject theretoany agreement in effect at a time a Person becomes a Subsidiary, (e) set forth in any Refinancing Indebtedness (so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, (vii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents; provided that such amendments or refinancings are no more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendments or refinancings, (viii) customary restrictions on Liens imposed by agreements relating to deposit accounts and cash deposits and in the ordinary course of business, (ix) (reserved), and (x) restrictions or conditions set forth therein are not materially more restrictive than in the comparable provisions of ABL Loan Documents, the Indebtedness being refinanced)2020 Term Loan Documents, or (f) that are customary net worth provisions contained in real property leasesboth.

Negative Pledge. Neither the The Borrower nor shall not, and shall not permit any Guarantor will directly or indirectly enter into any agreement (other than this Agreement) of its Restricted Subsidiaries to, agree with any Person that prohibits to restrict or restricts or limits place limitations on the ability right of the Borrower or Guarantors any of its Restricted Subsidiaries to create, incur, pledge assume or suffer permit to exist any Lien in favor of Lenders granted pursuant on or with respect to the terms of this Agreement upon any real property assets or asset of the Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “its Restricted Subsidiaries other than a Permitted Liens” (solely Lien pursuant to the extent any Lien restrictions thereunder relate solely to limiting Loan Documents and the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the Indentures. The foregoing shall not apply to (a) restrictions and conditions (a) imposed by the Loan Documentslaw, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such customary restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) conditions contained in agreements relating to the sale of any disposition permitted hereby asset or property pending such dispositionsale, provided such restrictions and conditions apply only to the asset or property that is to be sold and such sale is permitted hereunder, (c) restrictions or conditions imposed by any agreement relating to Capital Leases, Purchase Money Indebtedness and Sale and Leaseback Transactions permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such dispositionCapital Leases, Purchase Money Indebtedness and Sale and Leaseback Transactions, (d) contained customary provisions in leases or and other agreements that are customary and restrict contracts restricting the assignment (or subletting) thereof and relate only to the assets subject theretothereof, (e) set forth in restrictions on Liens on any Refinancing Indebtedness (so long as Excluded Key-Man Policies; provided that the Borrower or applicable Restricted Subsidiary shall use commercially reasonable efforts to avoid the creation of any such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or and (f) that are customary net worth provisions restrictions on Liens contained in real property leasesthe Indentures and related security documents.

Negative Pledge. Neither (a) Holdings, Intermediate Holdings and the Borrower nor Borrowers will not, and will not permit any Guarantor will directly Restricted Subsidiary or indirectly Intermediate Parent to enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) the Second Lien Loan Documents, (iv) any documentation relating to any Permitted Receivables Financing, (v) any documentation governing Incremental Equivalent Debt, (vi) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vii) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxiv) and (viii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vii) above; provided that with respect to Indebtedness referenced in (A) clauses (v) and (vii) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (vi) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to Intermediate Holdings, any Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (so long as such h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in the ordinary course of the Indebtedness being refinanced), or business; and (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as Intermediate Holdings has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of Intermediate Holdings and its Subsidiaries to meet their ongoing obligations.

Negative Pledge. Neither the Borrower nor The Obligors will not, and will not permit any Guarantor will of their Subsidiaries to, directly or indirectly indirectly, enter into into, incur or permit to exist any agreement Contractual Obligation (other than this Agreement) with any Person that prohibits or prohibits, restricts or limits imposes any condition upon the ability of the Borrower or Guarantors (a) any Group Member to create, incur, pledge incur or suffer permit to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon any real of its property or assets of (including the Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered Equity Interests owned by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iiiGroup Member), (iv), b) any Group Member to make Restricted Payments to the Company or any other Obligor or to make or repay loans or advances to the Company or any other Obligor or to guarantee the Guarantee Obligations or (vii), c) Group Member to otherwise transfer (viii), including by way of a pledge) property to the Company or an Obligor; provided that (xixi) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to prohibitions, restrictions and conditions (a) imposed by Requirements of Law or by Contractual Obligations in Lineage Logistics, LLC Note Purchase Agreement effect as of the Loan DocumentsClosing (and any extensions, renewals or modifications thereof) (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the Equity Interests of any Obligor or any Qualified Asset Owner unless it relates to a Permitted Encumbrance), (bii) imposed by the Indentureforegoing shall not apply to customary prohibitions, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) conditions contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary or its assets pending such dispositionsale, provided such restrictions and conditions apply only to the Subsidiary or assets subject that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to prohibitions, restrictions or conditions imposed by any agreement relating to Secured Indebtedness permitted by this Agreement (including mortgage financings and CMBS Financings) if such prohibitions, restrictions or conditions apply only to the property or assets securing such Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the Equity Interests of any Obligor or any Qualified Asset Owner, except to the extent permitted by clause (x) below), (iv) the foregoing shall not apply to prohibitions, restrictions or conditions in joint venture agreements and other similar agreements applicable to Joint Ventures that are applicable solely to such dispositionJoint Venture and entered into in the ordinary course of business, (dv) contained in leases the foregoing shall not apply to prohibitions, restrictions or other agreements conditions that are customary and restrict the assignment (prohibitions, restrictions or subletting) thereof and conditions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such prohibitions, restrictions or conditions solely relate only to the assets subject thereto, (evi) set forth clause (a) of the foregoing shall not apply to customary restrictions or conditions restricting assignment of any agreement entered into in the ordinary course of business, (vii) the foregoing shall not apply to provisions restricting the granting of a security interest in intellectual property contained in licenses or sublicenses by the Company and its Subsidiaries of such intellectual property, which licenses and sublicenses were entered into in the ordinary course of business (in which case such prohibition or restriction shall relate only to such intellectual property), (viii) the foregoing shall not apply to restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the ordinary course of business, (ix) the foregoing shall not apply to prohibitions, restrictions or conditions contained in any Refinancing agreement that evidences Indebtedness (so long as such restrictions set forth therein permitted by this Agreement that are substantially similar to, or not materially more restrictive than, those prohibitions, restrictions or conditions contained in this Agreement, (x) the foregoing clause (a) shall not apply to prohibitions, restrictions or conditions contained in any mortgage financing, CMBS Financing or other financing on the pledge of Equity Interests in the direct or indirect parent of an Obligor (other than a Qualified Asset Owner), Group Member (other than a Qualified Asset Owner) or a Qualified Asset Owner, (xi) the comparable provisions foregoing shall not apply to assets subject to retention of title and (xii) the foregoing shall not apply to any prohibitions, restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Indebtedness being refinanced)contracts, instruments or obligations referred to in clauses (fi) through (x) above; provided that are customary net worth provisions contained such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in real property leases.the good faith judgment of the Company, no more restrictive in any material respect with respect to such prohibitions, restrictions or conditions than those in place prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. Lineage Logistics, LLC Note Purchase Agreement

Negative Pledge. Neither the Borrower nor (a) No Credit Party shall, and no Credit Party shall permit any Guarantor will directly or indirectly of its Restricted Subsidiaries to, enter into any agreement (other than this Agreement) with any Person that agreement, instrument, deed or lease which prohibits or restricts or limits the ability of the Borrower or Guarantors any Credit Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective Properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (i) restrictions and conditions (a) imposed by the Loan Documents(A) Requirements of Law, (bB) imposed by the Indentureany Loan Document, or by (C) any Permitted Refinancing consistent with the agreements governing terms hereof; (ii) restrictions and conditions existing on the Closing Date or to any other unsecured obligations for borrowed money permitted under this Agreementextension, so long as renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) conditions contained in agreements relating to the sale of a Restricted Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets subject that is or are to be sold and such dispositionsale is permitted hereunder; (iv) customary provisions in leases, leaseholds, licenses and other contracts restricting the assignment or subletting thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the Property securing such Indebtedness; (vi) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 5.3 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or, in the case of Junior Indebtedness, are market terms at the time of issuance or, in the case of Indebtedness of any Non-Credit Party, are imposed solely on such Non-Credit Party and its Subsidiaries; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 4.10 and no such restriction or condition shall cause any asset that otherwise would not be Excluded Property to be, or become, Excluded Property; (viii) restrictions on cash or other deposits imposed by agreements entered into in the Ordinary Course of Business or in connection with Liens permitted under Sections 5.1(e), (df) contained or (x); (ix) customary provisions restricting assignment of any agreement entered into in leases the Ordinary Course of Business; (x) customary restrictions on leases, subleases, licenses, sublicenses, asset sale or similar agreements, including with respect to intellectual property and other agreements that are customary and restrict the assignment (or subletting) thereof and similar agreements, otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; and (xi) customary provisions contained in an executed agreement relating to the sale of specific property permitted hereunder pending the consummation of such sale. (b) 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 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 Borrower or any other Credit Party, except pursuant to (i) the Loan Documents, (eii) agreements governing Indebtedness set forth in Sections 5.3(c), (f) and (s), (iii) restrictions or conditions in any Refinancing Indebtedness (so long as permitted pursuant to Section 5.3 to the extent such restrictions set forth therein or conditions are not materially no more restrictive than the comparable provisions restrictions and conditions in the Loan Documents, (iv) agreements in existence on the Closing Date and set forth on Schedule 5.9(b) and (v) agreements relating to any permitted purchase or sale agreement of the Indebtedness being refinanced), Borrower or (f) that are customary net worth provisions contained in real property leasesany of its Restricted Subsidiaries while such sale or purchase is pending for a period not to exceed 180 days.

Negative Pledge. Neither Holdings, the Borrower nor Company and the Borrowers will not, and will not permit any Guarantor will directly Restricted Subsidiary or indirectly Intermediate Parent to enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Guaranteed Parties with respect to the terms of this Agreement upon any real property assets of Guaranteed Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions imposed by: (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) the Existing Notes, (iv) the Notes, (v) the Credit Facilities, the Margin Bridge Facility and the VMware Note Facility, (vi) any documentation relating to any Permitted Receivables Financing, (vii) any documentation governing Incremental Equivalent Debt, (viii) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt and (ix) any documentation governing any Permitted Refinancing or any Permitted Bridge Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (viii) above; provided that with respect to Indebtedness referenced in (A) clauses (viii) and (ix) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsDocuments or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (viii) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Company, any Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (so long as such h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in the ordinary course of the Indebtedness being refinanced), or business; and (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as the Company has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Company and its Subsidiaries to meet their ongoing obligations.

Negative Pledge. Neither the Borrower nor the Parent shall, nor shall they permit any Guarantor will directly other Loan Party or indirectly enter into any agreement Subsidiary to, (other than this Agreementa) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to create, assume, incur, pledge permit or suffer to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon on any real property assets Unencumbered Pool Property or any direct or indirect ownership interest of the Borrower or the Parent in any GuarantorPerson owning any Unencumbered Pool Property, now owned or hereafter acquired, except for Permitted Liens or (b) permit any Unencumbered Pool Property or any direct or indirect ownership interest of the Borrower or the Parent in any Person owning an Unencumbered Pool Property, to become subject to a Negative Pledge (other than under the Additional Loan Agreement). Notwithstanding the foregoing, if any Unencumbered Pool Property becomes subject to a Lien causing such Property to no longer satisfy the definition of Eligible Property, and, as a result, the aggregate principal amount of all outstanding Loans exceeds the Maximum Loan Availability, then the Borrower or the applicable Loan Party or Subsidiary will make or cause to be made a provision whereby the Obligations will be secured equally and ratably with all other obligations secured by such Lien, and in any case the Lenders shall have the benefit, to the full extent that and with such priority as, the Lenders may be entitled under Applicable Law, of an equitable Lien on such Property securing the Obligations; provided, however, that those agreements creating Liens permitted under clause (vi) of compliance with the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value foregoing sentence shall not be deemed to be reduced waive any of the requirements set forth herein with respect to Eligible Properties or to cure any Default or Event of Default resulting from the incurrence of such aggregate permitted secured debt amountLien or such overadvance. (g) Sections 6.15(iii), The Credit Agreement is amended by (iv), i) deleting the word “and” at the end of clause (vii), c) in Section 10.9 and (viii), ii) deleting clause (xixd) in Section 10.9 in its entirety and substituting in lieu thereof the following new clauses (d) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leases.):

Negative Pledge. Neither the Borrower nor the Parent shall, nor shall they permit any Guarantor will directly other Loan Party or indirectly enter into any agreement Subsidiary to, (other than this Agreementa) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to create, assume, incur, pledge permit or suffer to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon on any real property assets Unencumbered Pool Property or any direct or indirect ownership interest of the Borrower or the Parent in any GuarantorPerson owning any Unencumbered Pool Property, now owned or hereafter acquired, except for Permitted Liens or (b) permit any Unencumbered Pool Property or any direct or indirect ownership interest of the Borrower or the Parent in any Person owning an Unencumbered Pool Property, to become subject to a Negative Pledge (other than under the Existing Revolving Credit Agreement). Notwithstanding the foregoing, if any Unencumbered Pool Property becomes subject to a Lien causing such Property to no longer satisfy the definition of Eligible Property, and, as a result, the aggregate principal amount of all outstanding Loans exceeds the Maximum Loan Availability, then the Borrower or the applicable Loan Party or Subsidiary will make or cause to be made a provision whereby the Obligations will be secured equally and ratably with all other obligations secured by such Lien, and in any case the Lenders shall have the benefit, to the full extent that and with such priority as, the Lenders may be entitled under Applicable Law, of an equitable Lien on such Property securing the Obligations; provided, however, that those agreements creating Liens permitted under clause (vi) of compliance with the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value foregoing sentence shall not be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing waive any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by of the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) requirements set forth therein are not materially more restrictive than herein with respect to Eligible Properties or to cure any Default or Event of Default resulting from the comparable provisions of this Agreement and the maturity date incurrence of such unsecured obligations is on Lien or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesoveradvance.

Negative Pledge. Neither the Borrower nor The Loan Parties will not, and will not permit any Guarantor will directly or indirectly of their Subsidiaries to, enter into any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to create, incur, pledge or suffer to exist any agreement prohibiting or conditioning the creation or assumption of any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon any real property assets of the Borrower or any Guarantorits assets; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to (i) restrictions or conditions imposed by Requirements of Law or by this Agreement or any other Loan Document, (ii) customary restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such dispositionsale, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements Subsidiary that are customary is sold and restrict the assignment (or subletting) thereof and relate only to the assets subject theretoextent such sale is permitted hereunder, (eiii) restrictions or conditions imposed by any agreement relating to secured or purchase money Indebtedness or capital leases permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, (iv) customary provisions in leases and other contracts restricting the assignment thereof, (v) customary anti-assignment clauses in licenses under which the Borrowers or any of their Subsidiaries are the licensees, (vi) any agreement in effect at a time a Person becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, (vii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents; provided that such amendments or refinancings are no more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendments or refinancings, (viii) customary restrictions on Liens imposed by agreements relating to deposit accounts and cash deposits in the ordinary course of business, and (ix) restrictions or other conditions set forth in any Refinancing agreements in respect of Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions on Schedule 8.1 to which any Subsidiary is party as of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesClosing Date.

Negative Pledge. Neither the Borrower nor Enter into or permit to exist, or permit any Guarantor will directly or indirectly of its Restricted Subsidiaries to enter into or permit to exist, any agreement agreement, instrument or other undertaking (each, a “Contractual Obligation”) to which Parent or any of its Restricted Subsidiaries is a party (other than this AgreementAgreement or any other Loan Document) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor Liens on property of Lenders granted pursuant such Loan Party for the benefit of Agent with respect to the terms of this Agreement upon any real property assets of Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (ai) imposed by Contractual Obligations which exist on the Loan DocumentsAmendment Effective Date, (bii) imposed by Contractual Obligations which are binding on a Restricted Subsidiary of Parent at the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreementtime such Restricted Subsidiary first becomes a Restricted Subsidiary of Parent, so long as such restrictions (including Lien restrictions) set forth therein are Contractual Obligations were not materially more restrictive than the comparable provisions of this Agreement and the maturity date entered into solely in contemplation of such unsecured obligations is on or after the latest Facility Termination DatePerson becoming a Restricted Subsidiary of Parent, (ciii) contained Contractual Obligations which arise in agreements relating to connection with any sale, transfer or other disposition permitted hereby pending such disposition, provided such restrictions by Section 6.4 and conditions apply only relate solely to the assets or Person subject to such sale, transfer or other disposition, (div) contained in leases or other agreements that Contractual Obligations which are customary provisions in joint venture agreements and restrict other similar agreements applicable to joint ventures permitted under Section 6.11 and applicable solely to such joint venture entered into in the assignment ordinary course of business, (v) Contractual Obligations which are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.1 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vi) Contractual Obligations which are customary restrictions on leases, subleases, licenses or subletting) thereof and asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (evii) set forth Contractual Obligations which comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.1 and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to Parent or any of its Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (viii) Contractual Obligations which are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Parent or any of its Restricted Subsidiaries, (ix) Contractual Obligations which are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (x) Contractual Obligations which are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xi) Contractual Obligations which arise in connection with cash or other deposits permitted under Section 6.1 and 6.2 and limited to such cash or deposit, (xii) any documentation governing Indebtedness permitted hereunder or any documentation governing any Refinancing Indebtedness incurred to refinance any such Indebtedness referenced in this clause (so long as xii); provided that such restrictions set forth therein are not materially shall be no more restrictive in any material respect than the comparable provisions restrictions and conditions in the Loan Documents or with respect to any junior Indebtedness, are market terms at the time of issuance, (xiii) the Indebtedness being refinanced)Term Loan Documents, or (fxiv) that apply by reasonable application of any applicable laws, rule, regulation or order or are customary net worth provisions contained in real property leasesrequired by any governmental authority having jurisdiction over Parent or any of its Restricted Subsidiaries.

Negative Pledge. Neither Each of the Borrower nor Loan Parties covenant and agree that they shall not, and shall not permit any Guarantor will directly or indirectly if their Subsidiaries to, enter into any agreement (other than this Agreement) with any Person that prohibits which, in any manner, whether directly or contingently, prohibits, restricts or limits the ability of the Borrower or Guarantors right to create, incur, pledge assume or suffer to exist any Lien in favor on its property or assets generally, tangible or intangible, now owned or hereafter acquired, except for such prohibitions, restrictions or limitations existing under or by reason of Lenders granted pursuant to the terms of (i) applicable law, (ii) this Agreement upon and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any real property lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets of the Borrower or any Guarantor; provided, however, that those agreements creating subject to Liens permitted under clause (vixi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii)”, (iv), (vii), (viii), (xixvi) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to customary restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such dispositionsale, provided such restrictions and conditions apply only to the assets subject Subsidiary that is to be sold and such dispositionsale is permitted hereunder, (dvii) contained in leases any document relating to Indebtedness secured by a Lien permitted by clause (x) of the definition of “Permitted Liens”, insofar as the provisions thereof limit grants of other liens on the assets securing such Indebtedness, (viii) any operating lease or capital lease, insofar as the provisions thereof limit grants of a security interest in, or other agreements that are customary and restrict assignments of, the assignment related leasehold interest to any other Person, (ix) restrictions or subletting) thereof and relate conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject theretosecuring such Indebtedness, and (ex) set forth customary provisions in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than leases and other contracts restricting the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesassignment thereof.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter Enter into any agreement (other than this Agreement) with any Person that agreement, instrument, deed or lease which prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause provided that: (via) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by (A) law, (B) any Loan Document or (C) the Loan Documents, Senior Unsecured Notes; (b) imposed by the Indentureforegoing shall not apply to restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such dispositionsale, provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained the foregoing shall not apply to customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate the foregoing shall not apply to restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing such Indebtedness; (ef) the foregoing shall not apply to any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness (so long as permitted pursuant to Section 7.03 to the extent such restrictions set forth therein or conditions are not materially no more restrictive than the comparable provisions restrictions and conditions in the Loan Documents or, in the case of Subordinated Debt, are market terms at the time of issuance or, in the case of Indebtedness being refinanced)of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries, provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11; and (fh) that are customary net worth provisions contained restrictions on cash or other deposits imposed by agreements entered into in real property leasesthe ordinary course of business.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter Enter into any agreement Contractual Obligation (other than this AgreementAgreement or any other Loan Document) with any Person that prohibits any Restricted Subsidiary (i) that is not a Loan Party, to pay dividends or restricts distributions to (directly or limits the ability of the Borrower indirectly), or Guarantors to make or repay loans or advances to, any Loan Party or (ii) to create, incur, pledge assume or suffer to exist any Lien in favor Liens on property of Lenders granted pursuant to such Person for the terms of this Agreement upon any real property assets benefit of the Borrower or any Guarantor; provided, however, Lenders to secure the Obligations under the Loan Documents (other than Incremental Facilities that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely are not intended to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of be secured debt on a per lot basis in a market and customary manner, first lien basis); provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions Contractual Obligations that: (a) imposed by (i) exist on the Loan DocumentsClosing Date, including Contractual Obligations governing Indebtedness incurred on the Closing Date to finance the Transactions and any Permitted Refinancing thereof or other Contractual Obligations executed on the Closing Date in connection with the Transactions; (b) imposed by are binding on a Restricted Subsidiary at the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreementtime such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions (including Lien restrictions) set forth therein are Contractual Obligations were not materially more restrictive than the comparable provisions of this Agreement and the maturity date entered into in contemplation of such unsecured obligations is on Person becoming a Restricted Subsidiary or after binding with respect to any asset at the latest Facility Termination Date, time such asset was acquired; (c) contained are Contractual Obligations of a Restricted Subsidiary that is not a Loan Party or to the extent applicable only to Excluded Assets; (d) are customary restrictions that arise in agreements relating connection with (A) any Lien permitted by Section 7.01 and relate to the property subject to such Lien or (B) any disposition Disposition permitted hereby by Section 7.05 applicable pending such disposition, provided such restrictions and conditions apply only Disposition solely to the assets (including Equity Interests) subject to such dispositionDisposition; (e) are joint venture agreements and other similar agreements applicable to Joint Ventures and applicable solely to such Joint Venture; (f) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of or that secures such Indebtedness and the proceeds and products thereof; (g) are restrictions in leases, (d) contained in leases subleases, licenses, sublicenses or agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale or other agreements that are customary and restrict entered into in the assignment (or subletting) thereof and ordinary course of business so long as such restrictions relate only to the assets subject thereto; (h) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03; (i) are provisions restricting subletting or assignment of any lease governing a leasehold interest; (j) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed by customers or trade counterparties under contracts entered into in the ordinary course of business; (l) arise in connection with cash or other deposits permitted under Section 7.01; (m) comprise restrictions that are, taken as a whole, in the good faith judgment of the Borrower (ei) set forth in no more restrictive with respect to the Borrower or any Refinancing Restricted Subsidiary than customary market terms for Indebtedness of such type or (so long as such restrictions set forth therein are not materially ii) no more restrictive than the comparable restrictions contained in this Agreement, or not reasonably anticipated to materially and adversely affect the Loan Parties’ ability to make any payments required hereunder; (n) apply by reason of any Applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Borrower or any Restricted Subsidiary; (o) restrictions on the granting of a security interest in Intellectual Property contained in licenses, sublicenses or cross-licenses by the Borrower or any Restricted Subsidiary of such Intellectual Property, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business; (p) Contractual Obligations that are subject to the applicable override provisions of the Indebtedness being refinanced)UCC; (q) customary provisions (including provisions limiting the Disposition, distribution or encumbrance of assets or property) included in sale leaseback agreements or other similar agreements; (fr) that are customary net worth provisions contained in real property leasesagreements entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or such Restricted Subsidiary to meet its ongoing obligations; (s) restrictions arising in any agreement relating to (i) any Cash Management Obligation to the extent such restrictions relate solely to the cash, bank accounts or other assets or activities subject to the applicable Cash Management Services, (ii) any treasury arrangements and (iii) any Hedge Agreement; and (t) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith determination of the Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge. Neither the Borrower nor Parent will not, and will not permit any Guarantor will directly or indirectly of its Restricted Subsidiaries to, enter into or permit to exist any agreement agreement, instrument or other undertaking (each, a “Contractual Obligation”) to which Parent or such Restricted Subsidiary is a party (other than this AgreementAgreement or any other Credit Document) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors any Credit Party to create, incur, pledge assume or suffer to exist any Lien in favor Liens on property of Lenders granted pursuant such Credit Party for the benefit of the Secured Creditors with respect to the terms of this Agreement upon any real property assets of Obligations or under the Borrower or any GuarantorCredit Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (ai) imposed by Contractual Obligations which exist on the Loan DocumentsEffective Date, (bii) imposed by Contractual Obligations which are binding on a Restricted Subsidiary of Parent at the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreementtime such Restricted Subsidiary first becomes a Restricted Subsidiary of Parent, so long as such restrictions (including Lien restrictions) set forth therein are Contractual Obligations were not materially more restrictive than the comparable provisions of this Agreement and the maturity date entered into solely in contemplation of such unsecured obligations is on or after the latest Facility Termination DatePerson becoming a Restricted Subsidiary of Parent, (ciii) contained Contractual Obligations which arise in agreements relating to connection with any sale, transfer or other disposition permitted hereby pending such disposition, provided such restrictions by Section 9.02 and conditions apply only relate solely to the assets or Person subject to such sale, transfer or other disposition, (div) contained in leases or other agreements that Contractual Obligations which are customary provisions in joint venture agreements and restrict other similar agreements applicable to joint ventures permitted under Section 9.05 and applicable solely to such joint venture entered into in the assignment ordinary course of business, (v) Contractual Obligations which are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 9.04 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vi) Contractual Obligations which are customary restrictions on leases, subleases, licenses or subletting) thereof and asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (evii) set forth Contractual Obligations which comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 9.04 and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to Parent or any of its Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (viii) Contractual Obligations which are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Parent or any of its Restricted Subsidiaries, (ix) Contractual Obligations which are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (x) Contractual Obligations which are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xi) Contractual Obligations which arise in connection with cash or other deposits permitted under Sections 9.01 and 9.05 and limited to such cash or deposit, (xii) any documentation governing Incremental Equivalent Debt, Permitted Unsecured Refinancing Debt, Permitted Pari Passu Refinancing Debt, Permitted Ratio Debt, Permitted Junior Priority Refinancing Debt, Refinanced Debt or any other Indebtedness permitted hereunder or any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in this clause (xii); provided that such restrictions shall be no more restrictive in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive material respect than the comparable provisions restrictions and conditions in the Credit Documents or, in the case of Junior Financing, are market terms at the Indebtedness being refinanced)time of issuance, (xiii) the ABL Obligations or any Permitted Refinancing thereof, or (fxiv) that apply by reasonable application of any applicable laws, rule, regulation or order or are customary net worth provisions contained in real property leasesrequired by any Governmental Authority having jurisdiction over Parent or any of its Restricted Subsidiaries.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter into any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to create, incur, pledge or suffer to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon any real property assets of the Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leases.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter Enter into any agreement Contractual Obligation (other than this AgreementAgreement or any other Loan Document) with any Person that prohibits any Restricted Subsidiary (i) that is not a Loan Party, to pay dividends or restricts distributions to (directly or limits the ability of the Borrower indirectly), or Guarantors to make or repay loans or advances to, any Loan Party or (ii) to create, incur, pledge assume or suffer to exist any Lien in favor Liens on property of Lenders granted pursuant to such Person for the terms of this Agreement upon any real property assets benefit of the Borrower or any Guarantor; provided, however, Lenders to secure the Obligations under the Loan Documents (other than Incremental Facilities that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely are not intended to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of be secured debt on a per lot basis in a market and customary manner, first lien basis); provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions Contractual Obligations that: (i) exist on the Closing Date, including Contractual Obligations governing Indebtedness incurred on the Closing Date to finance the Transactions and conditions (a) imposed by any Permitted Refinancing thereof or other Contractual Obligations executed on the Loan Documents, Closing Date in connection with the Transactions; (b) imposed by are binding on a Restricted Subsidiary at the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreementtime such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions (including Lien restrictions) set forth therein are Contractual Obligations were not materially more restrictive than the comparable provisions of this Agreement and the maturity date entered into in contemplation of such unsecured obligations is on Person becoming a Restricted Subsidiary or after binding with respect to any asset at the latest Facility Termination Date, time such asset was acquired; (c) contained are Contractual Obligations of a Restricted Subsidiary that is not a Loan Party or to the extent applicable only to Excluded Assets; (d) are customary restrictions that arise in agreements relating connection with (A) any Lien permitted by Section 7.01 and relate to the property subject to such Lien or (B) any disposition Disposition permitted hereby by Section 7.05 applicable pending such disposition, provided such restrictions and conditions apply only Disposition solely to the assets (including Equity Interests) subject to such dispositionDisposition; (e) are joint venture agreements and other similar agreements applicable to Joint Ventures and applicable solely to such Joint Venture; (f) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of or that secures such Indebtedness and the proceeds and products thereof; (g) are restrictions in leases, (d) contained in leases subleases, licenses, sublicenses or agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale or other agreements that are customary and restrict entered into in the assignment (or subletting) thereof and ordinary course of business so long as such restrictions relate only to the assets subject thereto; (h) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03; (i) are provisions restricting subletting or assignment of any lease governing a leasehold interest; (j) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed by customers or trade counterparties under contracts entered into in the ordinary course of business; (l) arise in connection with cash or other deposits permitted under Section 7.01; (m) comprise restrictions that are, taken as a whole, in the good faith judgment of the Borrower (ei) set forth in no more restrictive with respect to the Borrower or any Refinancing Restricted Subsidiary than customary market terms for Indebtedness of such type or (so long as such restrictions set forth therein are not materially ii) no more restrictive than the comparable restrictions contained in this Agreement, or not reasonably anticipated to materially and adversely affect the Loan Parties’ ability to make any payments required hereunder; (n) apply by reason of any Applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Borrower or any Restricted Subsidiary; (o) restrictions on the granting of a security interest in Intellectual Property contained in licenses, sublicenses or cross-licenses by the Borrower or any Restricted Subsidiary of such Intellectual Property, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business; (p) Contractual Obligations that are subject to the applicable override provisions of the Indebtedness being refinanced)UCC; (q) customary provisions (including provisions limiting the Disposition, distribution or encumbrance of assets or property) included in sale leaseback agreements or other similar agreements; (fr) that are customary net worth provisions contained in real property leasesagreements entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or such Restricted Subsidiary to meet its ongoing obligations; (s) restrictions arising in any agreement relating to (i) any Cash Management Obligation to the extent such restrictions relate solely to the cash, bank accounts or other assets or activities subject to the applicable Cash Management Services, (ii) any treasury arrangements and (iii) any Hedge Agreement; and (t) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith determination of the Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly EnergySolutions, Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, enter into after the Second Amendment Effective Date or permit to exist after the Second Amendment Effective Date any new agreement (other than this Agreement, any Duratek Loan Documents or any other Loan Document) with any Person that prohibits limits or restricts or limits conditions the ability of the Borrower EnergySolutions, Parent, Holdco or Guarantors any of their respective Subsidiaries to create, incur, pledge assume or suffer to exist Liens on property of such Person except that this Section 7.12 shall not prohibit (a) any negative pledge incurred or provided in connection with any Lien referred to in favor of Lenders granted pursuant to the terms of this Agreement upon any real property assets of the Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vie) of the definition of “Permitted LiensLien” (in Article 1 solely to the extent any Lien restrictions thereunder relate solely such negative pledge relates to limiting the aggregate amount property secured by or the subject of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan DocumentsLien, (b) imposed by any restrictions on any Subsidiary of EnergySolutions, Parent or Holdco under any agreement in effect at the Indenturetime such Subsidiary becomes a Subsidiary of EnergySolutions, Parent or by the agreements governing any other unsecured obligations for borrowed money permitted under this AgreementHoldco, so long as such restrictions (including Lien restrictions) set forth therein are agreement was not materially more restrictive than the comparable provisions of this Agreement and the maturity date entered into in contemplation of such unsecured obligations is on Person becoming a Subsidiary or after the latest Facility Termination Datea Subsidiary of Holdco, (c) contained in any agreements relating to governing any disposition purchase money Liens or Capital Lease Obligations otherwise permitted hereby pending such disposition(in which case, provided such restrictions and conditions apply any prohibition or limitation shall only to be effective against the assets subject to such dispositionfinanced thereby), (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject theretoAdditional Permitted Debt, (e) set forth customary restrictions on assignment of contracts (other than assignments in any Refinancing Indebtedness favor of the Collateral Agent for the benefit of the Secured Parties) contained within such agreements, (f) customary restrictions with respect to an asset imposed pursuant to an agreement for the disposition of such asset (so long as such disposition is permitted by Section 7.6 hereof and which agreement is not proscribed by a provision hereof other than those contained in this Section 7.12) and (g) customary restrictions set forth therein in joint venture agreements of joint ventures that are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesSubsidiaries.

Negative Pledge. Neither Holdings nor the Borrower nor any Guarantor will directly or indirectly enter into or suffer to exist, or permit any of the Restricted Subsidiaries to enter into or suffer to exist, any agreement (other than this Agreementthe Loan Documents) with any Person that prohibits or restricts or limits imposes any conditions upon the ability of the Borrower Holdings or Guarantors any Restricted Subsidiary that is or is required to be a Loan Party to create, incur, pledge incur or suffer permit to exist any Lien upon any of its property or assets in favor of Lenders granted pursuant to any Collateral Agent (or any agent or designee of a Collateral [[3666665]] Agent) for the terms of this Agreement upon any real property assets benefit of the Borrower or Secured Parties securing any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, Obligations; provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply apply: (a) (x) to restrictions and conditions (a) imposed by applicable law, rule, regulation or order or (y) by any customary or reasonable restrictions and conditions contained in any Loan Document, Spinco Loan Document, any document governing any Swap Obligations, Refinancing Notes, any Refinancing Junior Loan, any Incremental Equivalent Debt, and any Permitted Refinancing in respect of any of the Loan Documents, foregoing; (b) to customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.12 pending such Dispositions; (c) to customary provisions in leases and other contracts, restricting the assignment, subletting or other transfer thereof (including the granting of any Lien); (d) to restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the Indenture, Ordinary Course of Business; (e) if such restrictions and conditions were binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the agreements governing Closing Date or assets owned by any other unsecured obligations for borrowed money permitted under this AgreementRestricted Subsidiary on the Closing Date), so long as such Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired; (f) to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, in each case not prohibited by this Agreement, that restrict the transfer of assets of, or ownership interests in the joint venture; (g) to restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided if such restrictions and or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon; (h) to customary restrictions that arise in connection with any Lien permitted by Section 6.01 on any asset or property that is not, and is not required to be, Collateral that relates to the asset or property subject to such dispositionLien; and (i) to any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (da) contained through (h) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only good faith judgment of the Borrower, no more restrictive with respect to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive taken as a whole than the comparable provisions of the Indebtedness being refinanced)those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (f) that are customary net worth provisions contained in real property leasesrefinancing.

Negative Pledge. Neither the Borrower nor Enter into or permit to exist any Guarantor will directly or indirectly enter into any agreement Contractual Obligation (other than this AgreementAgreement or any other Loan Document) with any Person that prohibits or restricts or limits the ability of the Borrower any Restricted Subsidiary (other than an Excluded Subsidiary) (i) that is not a Loan Party, to make dividends or Guarantors distributions to (directly or indirectly), or to make or repay loans or advances to, any Loan Party or (ii) to create, incur, pledge assume or suffer to exist any Lien in favor Liens on property of Lenders granted pursuant to such Person (other than Excluded Assets) for the terms of this Agreement upon any real property assets benefit of the Borrower or any Guarantor; provided, however, Lenders to secure the Obligations under the Loan Documents (other than Incremental Facilities that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely are not intended to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of be secured debt on a per lot basis in a market and customary manner, first lien basis); provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions Contractual Obligations that: (a) imposed by exist on the Loan DocumentsAmendment No. 3 Effective Date, including Contractual Obligations governing Indebtedness incurred on the Amendment No. 3 Effective Date to finance the Exchange Transactions and any Permitted Refinancing thereof; (b) imposed by are binding on a Restricted Subsidiary at the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreementtime such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions (including Lien restrictions) set forth therein are Contractual Obligations were not materially more restrictive than the comparable provisions of this Agreement and the maturity date entered into in contemplation of such unsecured obligations is on Person becoming a Restricted Subsidiary or after binding with respect to any asset at the latest Facility Termination Date, time such asset was acquired; (c) contained [reserved]; (d) are customary restrictions that arise in agreements relating connection with (A) any Lien permitted by Section 7.01 and relate to the property subject to such Lien or (B) any disposition Disposition permitted hereby by Section 7.05 applicable pending such disposition, provided such restrictions and conditions apply only Disposition solely to the assets (including Equity Interests) subject to such dispositionDisposition; (e) are joint venture agreements and other similar agreements applicable to Joint Ventures and applicable solely to such Joint Venture; (f) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of or that secures such Indebtedness and the proceeds and products thereof; (g) are restrictions in leases, (d) contained in leases subleases, licenses, sublicenses or agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale or other agreements that are customary and restrict entered into in the assignment (or subletting) thereof and ordinary course of business so long as such restrictions relate only to the assets subject thereto, ; (eh) set forth in comprise restrictions imposed by any Refinancing agreement relating to secured Indebtedness (so long as permitted pursuant to Section 7.03 to the extent that such restrictions set forth therein apply only to the property or assets securing such Indebtedness; (i) are not materially customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (j) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed by customers or trade counterparties under contracts entered into in the ordinary course of business; (l) arise in connection with cash or other deposits permitted under Section 7.01; (m) comprise restrictions that are, taken as a whole, in the good faith judgment of the Borrower (i) no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (ii) no more restrictive than the comparable provisions restrictions contained in this Agreement; (n) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Borrower or any Restricted Subsidiary; (o) customary restrictions contained in Indebtedness being refinancedpermitted to be incurred pursuant to Section 7.03(h), (i), (j), (k), (l), (m), (x), or (fy); (p) Contractual Obligations that are subject to the applicable override provisions of the UCC or the PPSA; (q) customary provisions (including provisions limiting the Disposition, distribution or encumbrance of assets or property); (r) net worth provisions contained in real property leasesagreements entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or such Restricted Subsidiary to meet its ongoing obligations; (s) restrictions arising in any agreement relating to (i) any Cash Management Obligation to the extent such restrictions relate solely to the cash, bank accounts or other assets or activities subject to the applicable Cash Management Services, (ii) any treasury arrangements and (iii) any Hedge Agreement; (t) restrictions on the granting of a security interest in Intellectual Property contained in licenses, sublicenses or cross-licenses by the Borrower or any Restricted Subsidiary of such Intellectual Property, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business; and (u) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section 7.08; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith determination of the Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge. Neither the Borrower nor Enter into or suffer to exist, or permit any Guarantor will directly or indirectly of its Subsidiaries to enter into or suffer to exist, any Negative Pledge upon any of its property or assets, except (i) pursuant to the Loan Documents, (ii) in connection with (A) any Non-Recourse Debt; provided that the terms of such Debt, and of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the creation of any Lien on any Collateral and are otherwise permitted by the Loan Documents; provided further that any restriction of the type described in the proviso in the definition of Negative Pledge shall not be deemed to violate the foregoing restriction (other than this AgreementB) any purchase money Debt permitted under Section 5.02(b) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Person Capitalized Lease permitted by Section 5.02(b) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or restricts or limits (D) any Debt outstanding on the ability date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower) , (iii) restrictions and conditions imposed by any Requirement of Law, (iv) customary restrictions and conditions contained in agreements relating to any transaction permitted by Section 5.02(d) pending the closing of such transaction, (v) restrictions and conditions imposed by any Requirement of Law, (vi) customary restrictions and conditions contained in agreements relating to any transaction permitted by Section 5.02(d) pending the closing of such transaction, (vii) customary provisions in leases and other contracts restricting the assignment, subletting or Guarantors to createother transfer thereof (including the granting of any Lien), incur(viii) restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, pledge (ix) customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or suffer to exist ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person, and (x) customary restrictions that arise in connection with any Lien in favor of Lenders granted pursuant permitted by Section 5.02(a) on any asset or property that is not, and is not required to be, Collateral that relates to the terms of this Agreement upon any real asset or property assets of the Borrower or any Guarantorsubject to such Lien; provided, however, that those agreements creating Liens no such Negative Pledge shall be permitted under clause (vi) of the definition of “Permitted Liens” (solely if immediately prior to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount effectiveness of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the IndentureNegative Pledge, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or immediately after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject giving effect thereto, (e1) a Default or Event of Default exists or (2) the Loan Parties are not in compliance with any of the covenants set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesSection 5.04 determined on a pro forma basis.

Negative Pledge. Neither (A) Holdings and the Borrower nor will not, and will not permit any Guarantor will directly or indirectly Restricted Subsidiary to, enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: i. restrictions and conditions (a) imposed by the Loan Documents(i) Requirements of Law, (bii) imposed by any Loan Document, (iii) any documentation relating to any Permitted Receivables Financing, (iv) any documentation governing Permitted Floor Financing Lines, (v) any documentation governing the Indenture, or by the agreements Existing IRB Obligations and (vi) any documentation governing any other unsecured obligations for borrowed money permitted under this AgreementPermitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (v) above; provided that with respect to Indebtedness referenced in clause (v) above, so long as such restrictions (including Lien restrictions) set forth therein are shall not materially more restrictive than expand the comparable provisions scope in any material respect of this Agreement any such restriction or condition contained in the Indebtedness being refinanced; ii. customary restrictions and conditions existing on the maturity date Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such unsecured obligations is on restriction or after the latest Facility Termination Date, (c) condition; iii. restrictions and conditions contained in agreements relating to the Disposition of a Subsidiary or any disposition permitted hereby assets pending such dispositionDisposition, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are the subject to of such dispositionDisposition and such Disposition is permitted hereunder; iv. customary provisions in leases, (d) contained in leases subleases, licenses, cross-licenses or sublicenses and other agreements that are customary and restrict contracts restricting the assignment (or subletting) thereof and relate restrictions that include customary provisions restricting assignment of any agreement entered into in the ordinary course of business; v. restrictions imposed by any agreement relating to secured Indebtedness permitted by Section 6.01(a)(v) to the extent such restriction applies only to the assets subject thereto, (e) property securing by such Indebtedness; vi. any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to Holdings or any Restricted Subsidiary; vii. restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents; viii. restrictions on cash (so long as such or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); ix. restrictions set forth therein are not materially more restrictive than on Schedule 6.06 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; x. customary provisions in partnership agreements, limited liability company organizational governance documents, sale leaseback agreements, joint venture agreements and other similar agreements, in each case, entered into in the ordinary course of the Indebtedness being refinanced), or (f) that are business; xi. customary net worth provisions contained in real property leasesleases entered into by Subsidiaries of Holdings, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of Holdings and its Subsidiaries to meet their ongoing obligations; and xii. restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or sale agreement to which Holdings or any Restricted Subsidiary is a party, entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of Holdings or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of Holdings or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary, and (B) with respect to any real property and fixtures owned by any Loan Party, Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on all or any part of such real property or fixtures, other than Liens permitted by clauses (i), (ii) (solely with respect to clauses (a), (b), (e) and (f) of the definition of “Permitted Encumbrances”), (iii) (other than with respect to Mortgages (as defined in the Existing Credit Agreement) to be terminated on the Effective Date), (v), (viii)(B), (ix) (solely with respect to such property owned on the Effective Date by a Restricted Subsidiary that is not a Loan Party; for purposes of this Section 6.06(B), no real property or fixtures owned by any Loan Party shall be transferred to any Subsidiary that is not a Loan Party), (xi), (xvii) or (xx) (solely, in the case of such clause (xx), with respect to Liens that do not secure Indebtedness) of Section 6.02.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter into any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to Incur, create, incur, pledge assume or suffer or permit to exist any Lien on any property or assets (including the capital stock of any Subsidiary) or on any income or rights in respect of any thereof, except: (a) Liens granted to the Collateral Agent in favor of Lenders granted the Banks pursuant to this Agreement, the terms Financing Documents, or any other Loan Document; (b) Liens incurred and arising out of this Agreement upon surety bonds, appeal bonds, statutory obligations, bids, performance and return of money and similar obligations and pledges or deposits made in the ordinary course of business in connection with workmen's compensation, unemployment insurance, old age pensions and other social security benefits; (c) Liens imposed by law, including carriers', warehousemen's, mechanics', materialmen's and vendors' Liens incurred in the ordinary course of business and securing obligations which are not yet due or which are being contested in good faith by appropriate proceedings and as to which it shall have set aside adequate reserves in accordance with GAAP; (d) Liens securing the payment of Taxes, assessments and governmental charges or levies, either not yet delinquent or being contested in good faith by appropriate legal or administrative proceedings and as to which it shall have set aside adequate reserves in accordance with GAAP; (e) zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title which do not in the aggregate impair the use of any real parcel of property assets material to the operation of the Borrower business of Holdings or any GuarantorSubsidiary or the value of such property for the purpose of the business of Holdings or any Subsidiary (it being understood that the existing conditions set forth on Schedule 4.10(a) constitute Permitted Liens hereunder); (f) Liens constituting purchase money security interests permitted by Section 7.1(f) hereof; (g) Liens described on Schedule 7.2 attached hereto; (h) Liens on the capital stock of Harborlite arising under the New Harborlite Corporation Shareholders Agreement dated November 13, 1992, among Robe▇▇ ▇. ▇▇▇▇▇, ▇▇vi▇ ▇. ▇▇▇▇▇, ▇▇ll▇▇▇ ▇. ▇▇▇▇▇, ▇▇ro▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇idential Trust U/T/A dated April 13, 1990, Susa▇ ▇. ▇▇▇▇▇, ▇▇rborlite and the Borrower; (i) extensions and renewals of Liens permitted hereunder; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to Indebtedness secured thereby is not increased and the extent Lien does not encumber any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets property not encumbered by the Lien so extended or renewed; and (j) Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money on assets acquired in an Acquisition permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesSection 7.

Negative Pledge. Neither the Parent and Borrowers will not, and will not permit any Subsidiary of a Borrower nor any Guarantor will directly or indirectly to, enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Loan Parties with respect to the terms of this Agreement upon any real property assets of Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (a) restrictions and conditions (a) imposed by (i) applicable Laws, (ii) any Loan Document, (iii) the Term Loan Documents, (iv) the Convertible Notes Documents, (v) Parent Preferred Equity Documents, (vi) [reserved], (vii) [reserved] and (viii) any documentation governing any Permitted Refinancing incurred to refinance any such Debt referenced in clauses (i) through (vii) above; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the Disposition of a Subsidiary of a Borrower or any disposition permitted hereby assets pending such disposition, Disposition; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are subject to of such disposition, Disposition and such Disposition is permitted hereunder; (d) contained customary provisions in leases leases, subleases, licenses, cross-licenses or sublicenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Debt permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Debt; (ef) any restrictions or conditions set forth in any Refinancing Indebtedness agreement in effect at any time any Person becomes a Subsidiary of a Borrower (so long as but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of a Borrower and the restriction or condition set forth in such agreement does not apply to any Borrower or any existing Subsidiary of a Borrower; (g) restrictions or conditions in any Debt permitted pursuant to Section 7.01 that is incurred or assumed by Subsidiaries of a Borrower that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Subsidiary of a Borrower and its Subsidiaries, if any; (h) restrictions on cash (or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Liens); (i) restrictions set forth therein are not materially more restrictive than on Schedule 7.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in partnership agreements, limited liability company organizational governance documents, sale leaseback agreements, joint venture agreements and other similar agreements, in each case, entered into in the ordinary course of the Indebtedness being refinanced), or business; (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries of a Borrower, so long as Administrative Borrowers has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and the Subsidiaries of a Borrower to meet their ongoing obligations; and (l) restrictions arising in any Swap Contract and/or any agreement relating to any Cash Management Obligation.

Negative Pledge. Neither the Borrower nor any Guarantor (a) No Lien Grantor will directly create or indirectly enter into any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to create, incur, pledge or suffer permit to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon on any real property assets of the Borrower Collateral now owned or any Guarantor; providedhereafter acquired by it, howeveror, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely except to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered contemplated by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iiiSection 20(c), assign or sell any income, revenues (iv)including accounts receivable) or rights, (vii)in each case in respect of any Collateral, (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, except Permitted Liens. (b) imposed The parties hereto agree that, in addition to the Transaction Liens, any Designated Contingent Obligation owed to EDC may also be secured by a separate Lien (the Indenture"SUBORDINATED LIEN") on all or any portion of the Collateral, or if such Lien is subordinated and second in priority to the Transaction Liens, which Subordinated Lien shall be created under separate security documents, provided that, until such time as the 5-Year Agreements shall have been Terminated, the security documents relating to any Subordinated Lien shall contain provisions with respect to subordination and voting which are no less favorable to the Banks than those set forth in Annex D hereto, with such changes as the Collateral Agent shall approve (the "SUBORDINATION PROVISIONS"). If advised by counsel to the agreements governing Collateral Agent that doing so is necessary in order to ensure the enforceability of the Subordination Provisions, the Collateral Agent shall be a party to any other unsecured obligations for borrowed money permitted under this Agreement, security document containing any such provision so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable document contains exculpatory and indemnity provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only satisfactory to the assets subject to Collateral Agent in its discretion; provided that the Collateral Agent's consent shall not be required for any waiver, amendment, change or variation of any such dispositionsecurity document which does not affect the Subordination Provisions, (d) contained in leases any rights or other agreements that are customary and restrict obligations of the assignment (Collateral Agent or subletting) thereof and relate only any exculpatory or indemnity provision benefiting the Collateral Agent, unless counsel to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as Collateral Agent advises that such restrictions set forth therein are not materially more restrictive than consent is necessary to ensure the comparable provisions enforceability of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesSubordination Provisions.

Negative Pledge. Neither Holdings and the Borrower nor will not, and will not permit any Guarantor will directly or indirectly Restricted Subsidiary to enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions imposed by: (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) the Notes, (iv) any documentation relating to any Permitted Receivables Financing, (v) any documentation governing Incremental Equivalent Debt, (vi) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness referenced in (A) clauses (vi) and (vii) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsDocuments or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (vi) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) imposed by customary restrictions and conditions existing on the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions Effective Date (including Lien restrictionsthose entered into in connection with or in order to consummate the Transactions) set forth therein are not materially more restrictive than and any extension, renewal, amendment, modification or replacement thereof, except to the comparable provisions extent any such amendment, modification or replacement expands the scope of this Agreement and the maturity date of any such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases leases, licenses and other contracts restricting the assignment thereof or other agreements that are customary and restrict the assignment transfer thereof (or subletting) thereof and relate only to the assets subject thereto), including with respect to intellectual property; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any Refinancing Indebtedness agreement in effect at any time any Person is or becomes a Restricted Subsidiary (so long as but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness, Disqualified Equity Interests or Preferred Stock permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions set forth therein or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries or are not materially more restrictive disadvantageous, taken as a whole, to the Lenders than is ordinary or customary at the comparable provisions of time and under the Indebtedness being refinancedcircumstances for financings for similarly situated borrowers or issuers or available to Holdings and its Subsidiaries (as determined by Holdings), ; (h) restrictions on cash (or (fPermitted Investments) that are or other deposits under contracts or customary net worth provisions contained in real property leases, in each case, entered into in the ordinary course of business or consistent with industry or past practice (or other restrictions on cash or deposits constituting Permitted Encumbrances) and restrictions on cash, Permitted Investments or other deposits permitted under Section 6.01; (i) restrictions set forth on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in the ordinary course of business including, without limitation, provisions in joint venture agreements, rights agreements and similar arrangements with Sports Partners as in effect on the Effective Date, as may be amended from time to time in accordance with this Agreement); (k) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations; (l) other indebtedness, Disqualified Equity Interests or Preferred Stock permitted to be incurred subsequent to the Effective Date pursuant to Section 6.01 if (A) in the judgment of Holdings, such incurrence will not materially impair the Borrower’s ability to make payments under the Loan Documents when due, (B) the encumbrances and restrictions in such Indebtedness, Disqualified Equity Interests or Preferred Stock otherwise not permitted by this Agreement apply only so long as a default in respect of a payment or financial maintenance covenant relating to such Indebtedness, Disqualified Equity Interests or Preferred Stock is not cured or waived or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Equity Interests or Preferred Stock either are not materially more restrictive taken as a whole than those contained in the Loan Documents, the First Lien Notes or the Unsecured Notes as in effect on the Effective Date or are not materially more disadvantageous, taken as a whole, to the Lenders than is ordinary or customary at the time and under the circumstances for financings for similarly situated borrowers or issuers or available to Holdings and its Subsidiaries (as determined by Holdings); (i) any agreement, arrangement, Indebtedness or Capital Stock of any Person or its affiliates that is acquired by or merged, consolidated or amalgamated with or into any of Holdings or any Restricted Subsidiary that applies to such Person or its affiliates or any assets acquired in any such acquisition, merger, consolidation or amalgamation or acquisition of assets in existence at the time thereof, or assumed in connection therewith unless and to the extent created in contemplation thereof), which encumbrance or restriction is not applicable to Holdings or any of its Restricted Subsidiary or its properties or assets, other than any such Person or its affiliates or such assets, or any Unrestricted Subsidiary; and (ii) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into Holdings or a Restricted Subsidiary or the transfer of all, substantially all or any of the assets of an Unrestricted Subsidiary to Holdings or a Restricted Subsidiary, any such encumbrance or restriction existing or assumed (unless and to the extent created in contemplation thereof); (n) contracts, including sale-leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (o) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Holdings or any of its Restricted Subsidiaries is a party entered into in the ordinary course or consistent with industry or past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of Holdings or such Restricted Subsidiary party thereto, the payment rights arising thereunder or the proceeds thereof; and (p) any encumbrance or restriction with respect to any Unrestricted Subsidiary or any of its affiliates or their respective properties or assets that existed before the date that such Subsidiary became a Restricted Subsidiary if such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary unless and to the extent otherwise permitted hereunder.

Negative Pledge. Neither The Borrower will not create, assume or suffer to exist, or permit any Subsidiary to create, assume or suffer to exist, any Lien on any asset now owned or hereafter acquired by it, except: (i) Liens granted pursuant to the Borrower nor Security Documents, existing Liens set forth on Schedule X and Liens granted in connection with Permitted Refinancing Debt but not any Guarantor will directly increase in the amount of the Debt secured thereby (except for increases in amount constituting Permitted Refinancing Debt and increases in the amounts secured by the Liens relating to accounts under the GE Credit Program Documents in accordance with the terms of such documents); (ii) Liens for taxes, assessments or indirectly enter into any agreement governmental charges or claims the payment of which is not at the time required by Section 8.2; (iii) Statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve (or other appropriate provision, if any) as shall be required by GAAP shall have been made therefor; (iv) Liens (other than this Agreementany Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance, surety and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); (v) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances on real property and improvements owned by the Borrower or any Person that prohibits or restricts or limits such Subsidiary not interfering in any material respect with the ability ordinary conduct of the business of the Borrower or Guarantors such Subsidiary at such property (it being understood that, if requested by the Borrower, the Collateral Agent may, on terms and conditions satisfactory to createit, incurevidence its consent to Liens permitted by this clause (v) on Property subject to Mortgages); (vi) purchase money mortgages or other purchase money Liens or security interests granted by the Borrower or any of its Subsidiaries (including, pledge or suffer to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement without limitation, capital leases) upon any real property fixed or capital assets hereafter acquired, so long as (i) any such mortgage, Lien or security interest does not extend to or cover any other asset of the Borrower or such Subsidiary, (ii) such security interest, mortgage or Lien secures the obligation to pay the purchase price of such asset (or the obligation under such capital lease) only, and (iii) the aggregate Debt secured by all such purchase money mortgages or other purchase money Liens or security interests (other than capital leases) shall not exceed in the aggregate for the Borrower and its Subsidiaries $2,000,000 outstanding at any Guarantor; provided, however, that those agreements creating time; (vii) in addition to other Liens permitted under clause (vi) of this Section 8.10, Liens by the definition of “Permitted Liens” (solely Borrower on its partnership interest in the National Equity Fund to secure the Borrower's investments in such fund to the extent any Lien restrictions thereunder relate solely permitted under Section 8.9(vi); (viii) purchase money Liens by the Borrower or its Subsidiaries upon Inventory of the Borrower and its Subsidiaries securing the purchase price therefor not to limiting exceed $1,000,000 in unpaid purchase price in the aggregate amount of secured debt on a per lot basis in a market for the Borrower and customary mannerits Subsidiaries at any one time; (ix) judgment Liens, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply but only to the assets subject extent that the related judgment does not constitute an Event of Default under Section 9.1(k); and (x) Liens granted in accordance with the Merchandise Letter of Credit Facility to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasessecure Debt outstanding thereunder.

Negative Pledge. Neither Holdings and the Borrower nor will not, and will not permit any Guarantor will directly Restricted Subsidiary or indirectly Intermediate Parent to enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (a) restrictions and conditions (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) any documentation governing any Permitted Receivables Financing entered into in the ordinary course, (iv) any documentation governing the Amended Existing Credit Agreement, (iv) [reserved], (v) [reserved], (vi) [reserved], (vii) [reserved] and (viii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vii) above; provided that with respect to Indebtedness referenced in (A) clauses (v) and (vii) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsDocuments or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (vi) or clause (viii) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being Refinanced; (b) imposed by customary restrictions and conditions existing on the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) Effective Date set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable provisions extent any such amendment, modification or replacement expands the scope of this Agreement and the maturity date of any such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness (so long as permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions set forth therein or conditions are not materially no more restrictive in any material respect than the comparable restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) [reserved]; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in the ordinary course of the Indebtedness being refinanced), or business; and (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Negative Pledge. Neither the Borrower nor Enter into or suffer to exist, or permit any Guarantor will directly or indirectly enter into any agreement of its Subsidiaries (other than this AgreementForeign Subsidiaries) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to create, incur, pledge enter into or suffer to exist exist, any agreement prohibiting or conditioning the creation or assumption of any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon any real of its property or assets of securing the Borrower Obligations under the Loan Documents, except (i) prohibitions or conditions under (A) any Guarantor; provided, however, that those agreements creating Liens purchase money Debt permitted under clause (viby Section 5.02(b)(ii) of the definition of “Permitted Liens” (solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt (together with any Lien restrictions thereunder relate solely to limiting accessions and additions thereto and the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iiiproceeds thereof), (ivB) any Existing Debt or other Debt permitted by Section 5.02(b)(iii) or (C) any Capitalized Lease permitted by Section 5.02(b)(ii) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto (together with any accessions and additions thereto and the proceeds thereof), ; (vii), (viii), (xixii) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to customary restrictions and conditions relating to (aA) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money specific property to be sold pursuant to an executed agreement with respect to a permitted Transfer permitted under this Agreementagreement, so long as including under Section 5.02(d) or (e) or (B) the sale of any property pending the consummation of such sale under stock sale agreements, joint venture agreements, sale/leaseback agreements, purchase agreements, or acquisition agreements (including by way of merger, acquisition or consolidation), entered into by Parent or any Subsidiary solely to the extent pending the consummation of such transaction; (iii) restrictions by reason of customary provisions restricting Liens, assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (including Lien restrictionsiv) set forth therein are not materially more restrictive than the comparable provisions of this Agreement restrictions and the maturity date of such unsecured obligations is on or conditions applicable to any Subsidiary acquired after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition and apply only solely to such acquired Subsidiary; (v) restrictions disclosed in Schedule 5.02(l); (vi) covenants in documents creating Liens permitted by Section 5.02(a) prohibiting further Liens on the properties encumbered thereby; (vii) prohibitions or limitations that exist in any agreement governing Debt permitted by Section 5.02(b)(viii), (xii), (xi) (xv), provided that such prohibition or limitation is not more restrictive in any material respect than those contained in the Loan Documents; (viii) restrictions or limitations imposed by any amendments, refinancings, refundings, renewals, replacements or defeasance that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (ii), provided that such amendments, refinancings, refundings, renewals, replacements or defeasance are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment, refinancing, refunding, renewal, replacement or defeasance; (ix) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the assets subject to such disposition, (d) contained in leases 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 agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions obligation by virtue of the Indebtedness being refinanced), granting of Liens on or pledge of property of any Loan Party to secure the Obligations; or (fx) any prohibition or limitation that are customary net worth provisions contained in real property leasesexists pursuant to applicable requirements of law.

Negative Pledge. Neither the The Borrower nor any Guarantor will directly or indirectly not enter into or suffer to exist, or permit any of the Restricted Subsidiaries to enter into or suffer to exist, any agreement (other than this Agreementthe Loan Documents) with any Person that prohibits or restricts or limits imposes any conditions upon the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge incur or suffer permit to exist any Lien upon any of its property or assets in favor of Lenders granted pursuant to the terms of this Agreement upon Collateral Agent (or any real property assets agent or designee of the Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (viCollateral Agent) for the benefit of the definition Secured Parties securing any of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, Obligations; provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply apply: (a) (x) to restrictions and conditions (a) imposed by applicable law, rule, regulation or order or (y) to any customary or reasonable restrictions and conditions contained in any Loan Document or in any document governing any Swap Obligations, any Refinancing Notes, any Refinancing Junior Loan, any Incremental Equivalent Debt or any Permitted Refinancing in respect of any of the Loan Documents, foregoing; (b) to customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.11 pending such Dispositions; (c) to customary provisions in leases, subleases, licenses and other contracts, restricting the assignment, subletting or other transfer thereof (including the granting of any Lien); (d) to restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the Indenture, Ordinary Course of Business; (e) if such restrictions and conditions were binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the agreements governing Closing Date or assets owned by any other unsecured obligations for borrowed money permitted under this AgreementRestricted Subsidiary on the Closing Date), so long as such restrictions or conditions were not entered into in contemplation of such Person becoming a Restricted Subsidiary or such assets being acquired; (including Lien restrictionsf) set forth therein are to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, in each case not materially more restrictive than prohibited by this Agreement, that restrict the comparable provisions transfer of assets of, or ownership interests in the joint venture; (g) to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided if such restrictions and or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon; (h) to customary restrictions that arise in connection with any Lien permitted by Section 6.01 that relates to the asset or property subject to such disposition, Lien; (di) contained to restrictions and conditions that arise in leases connection with cash or other agreements deposits permitted under Sections 6.01 and 6.07 and limited to such cash or deposit; and (j) to any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (i) above; provided that are customary and restrict such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the assignment (or subletting) thereof and relate only good faith judgment of the Borrower, no more restrictive with respect to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive taken as a whole than the comparable provisions of the Indebtedness being refinanced)those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (f) that are customary net worth provisions contained in real property leasesrefinancing.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter Enter into any agreement (other than this Agreement) with any Person that agreement, instrument, deed or lease which prohibits or restricts or limits the ability of the Borrower or Guarantors (x) any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms Loan Obligations or under the Loan Documents or (y) any Subsidiary that is not a Loan Party to pay dividends or other distributions with respect to any of this Agreement upon any real property assets of the Borrower or any Guarantorits Equity Interests to a Loan Party; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (a) restrictions and conditions (a) imposed by (A) law or (B) any Loan Document or any credit agreement, indenture or other agreement in respect of a Permitted Refinancing except to the Loan Documentsextent any such amendment, modification or replacement expands the scope of any such restriction or condition; (b) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the Indentureextent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Subsidiary; (g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 to the extent such restrictions or conditions are no more restrictive (taken as a whole) than the restrictions and conditions in the Loan Documents (as reasonably determined by the Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries, provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.10; (h) any restrictions on cash or other deposits imposed by agreements governing entered into in the ordinary course of business; (i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly-Owned Subsidiary and other unsecured obligations for borrowed money similar agreements applicable to JV Entities and non-Wholly-Owned Subsidiaries permitted under this AgreementSection 7.02 and applicable solely to such JV Entity or non-Wholly-Owned Subsidiary and the Equity Interests issued thereby; (j) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto; (k) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or ability to make any payments required hereunder; (el) restrictions created in connection with any Permitted Receivables Financing that, in the good faith determination of the Borrower, are necessary or advisable to effect such Permitted Receivables Financing; and (m) solely prior to the funding of the Term B Loans on the Funding Date, restrictions set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leases2024 Indenture.

Negative Pledge. Neither Holdings, the Borrower nor Company and the Borrowers will not, and will not permit any Guarantor will directly Restricted Subsidiary or indirectly Intermediate Parent to enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions imposed by: (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) the Existing Notes, (iv) the Notes, (v) the Asset Sale Bridge Facility, the Margin Bridge Facility and the VMware Note Facility, (vi) any documentation relating to any Permitted Receivables Financing, (vii) any documentation governing Incremental Equivalent Debt, (viii) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt and (ix) any documentation governing any Permitted Refinancing or any Permitted Bridge Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (viii) above; provided that with respect to Indebtedness referenced in (A) clauses (viii) and (ix) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsDocuments or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (viii) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Company, any Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (so long as such h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in the ordinary course of the Indebtedness being refinanced), or business; and (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as the Company has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Company and its Subsidiaries to meet their ongoing obligations.

Negative Pledge. Neither the The Borrower nor shall not, and shall not permit any Guarantor will directly or indirectly enter into any agreement (other than this Agreement) of its Subsidiaries to, agree with any Person that prohibits to restrict or restricts or limits place limitations on the ability right of the Borrower or Guarantors any of its Subsidiaries to create, incur, pledge assume or suffer permit to exist any Lien in favor of Lenders granted pursuant on or with respect to the terms of this Agreement upon any real property assets or asset of the Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the its Subsidiaries. The foregoing shall not apply to (a) restrictions and conditions (a) imposed by the Loan Documentslaw, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such customary restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) conditions contained in agreements relating to the sale of any disposition permitted hereby asset or property pending such dispositionsale, provided such restrictions and conditions apply only to the asset or property that is to be sold and such sale is permitted hereunder, (c) restrictions or conditions imposed by any agreement relating to Capital Leases permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such dispositionCapital Leases, (d) contained customary provisions in leases or and other agreements that are customary and restrict contracts restricting the assignment (or subletting) thereof and relate only to the assets subject theretothereof, (e) set forth restrictions on Liens on any Excluded Joint Venture Interests (as defined in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions Security Agreement) in favor of the Indebtedness being refinanced)applicable Joint Venture Lender, or (f) restrictions on Liens on any Excluded Mortgaged Property (as defined in the Security Agreement) in favor of the applicable third-party lender, (g) restrictions on Liens on any Excluded Key-Man Policies; provided that are customary net worth provisions contained in real property leasesthe Borrower or applicable Subsidiary shall use commercially reasonable efforts to avoid the creation of any such restrictions, and (h) restrictions arising with respect to the Second Lien Indebtedness.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter Enter into any agreement (other than this Agreement) with any Person that agreement, instrument, deed or lease which prohibits or restricts or limits the ability of the Borrower or Guarantors (x) any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms Loan Obligations or under the Loan Documents or (y) any Restricted Subsidiary that is not a Loan Party to pay dividends or other distributions with respect to any of this Agreement upon any real property assets of the Borrower or any Guarantorits Equity Interests to a Loan Party; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (a) restrictions and conditions (a) imposed by (A) law or (B) any Loan Document or any credit agreement, indenture or other agreement in respect of a Permitted Refinancing except to the Loan Documentsextent any such amendment, modification or replacement expands the scope of any such restriction or condition; (b) restrictions and conditions existing on the Effective Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the Indentureextent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 to the extent such restrictions or conditions are no more restrictive (taken as a whole) than the restrictions and conditions in the Loan Documents (as reasonably determined by the Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries, provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.10; (h) any restrictions on cash or other deposits imposed by agreements governing entered into in the ordinary course of business; (i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly-Owned Restricted Subsidiary and other unsecured obligations for borrowed money similar agreements applicable to JV Entities and non-Wholly-Owned Restricted Subsidiaries permitted under this AgreementSection 7.02 and applicable solely to such JV Entity or non-Wholly-Owned Restricted Subsidiary and the Equity Interests issued thereby; (j) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto; (k) restrictions imposed by any agreement governing Indebtedness entered into on or after the Effective Date and permitted under Section 7.03 that are, (e) set forth taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Refinancing Restricted Subsidiary than customary market terms for Indebtedness (of such type, so long as the Borrower shall have determined in good faith that such restrictions set forth therein are will not materially more restrictive than adversely affect in any material respect its obligation or ability to make any payments required hereunder; and (l) restrictions created in connection with any Permitted Receivables Financing that, in the comparable provisions good faith determination of the Indebtedness being refinanced)Borrower, are necessary or (f) that are customary net worth provisions contained in real property leasesadvisable to effect such Permitted Receivables Financing.

Negative Pledge. Neither the The US Borrower nor will not, and will not permit any Guarantor will of its Subsidiaries to, directly or indirectly indirectly, enter into into, incur or permit to exist any agreement (or other than this Agreement) with any Person arrangement that prohibits or prohibits, restricts or limits imposes any condition upon (a) the ability of the US Borrower or Guarantors any of its Subsidiaries to create, incur, pledge incur or suffer permit to exist any Lien in favor upon any of Lenders granted pursuant its property or assets, or (b) the ability of any Subsidiary of the US Borrower to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the terms of this Agreement upon any real property assets of the US Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) other Subsidiary or to Guarantee Indebtedness of the definition of “Permitted Liens” (solely to the extent US Borrower or any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, other Subsidiary; provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount(i) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documentslaw or by this Agreement (including, but not limited to, Section 8.04(a)(v)), (bii) imposed by the Indenture, or by foregoing shall not apply to restrictions and conditions existing on the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Datehereof, (ciii) the foregoing shall not apply to Qualified Securitization Transactions, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such dispositionsale, provided such restrictions and conditions apply only to the assets subject Subsidiary that is to be sold and such dispositionsale is permitted hereunder, (dv) contained in leases clause (a) of the foregoing shall not apply to restrictions or other agreements that are customary and restrict the assignment (conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or subletting) thereof and relate conditions apply only to the property or assets subject theretosecuring such Indebtedness, (evi) set forth clause (a) of the foregoing shall not apply to customary provisions in any Refinancing leases and other contracts restricting the assignment thereof; and (vii) clause (a) of the foregoing shall not apply to restrictions and conditions that require that other Indebtedness (be secured equally and ratably with Indebtedness under this Agreement; and provided, further, that so long as any Event of Default shall be continuing, neither the US Borrower nor any of its Subsidiaries shall assume or incur any Indebtedness that is subject to a provision requiring such restrictions set forth therein are not materially more restrictive than the comparable provisions of Indebtedness to be secured equally and ratably with, or prior to, the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leaseshereunder.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter Enter into any agreement (other than this Agreement) with any Person that agreement, instrument, deed or lease which prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause provided that: (via) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by (A) law, (B) any Loan Document or (C) the Loan ABL Documents, ; (b) imposed by the Indentureforegoing shall not apply to restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such dispositionsale, provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained the foregoing shall not apply to customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate the foregoing shall not apply to restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing such Indebtedness; (ef) the foregoing shall not apply to any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness (so long as permitted pursuant to Section 7.03 to the extent such restrictions set forth therein or conditions are not materially no more restrictive than the comparable provisions restrictions and conditions in the Loan Documents or, in the case of Subordinated Debt, are market terms at the time of issuance or, in the case of Indebtedness being refinanced)of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries, provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11; and (fh) that are customary net worth provisions contained restrictions on cash or other deposits imposed by agreements entered into in real property leasesthe ordinary course of business.

Negative Pledge. Neither the Borrower nor any Guarantor will directly Directly or indirectly enter into any agreement (other than this Agreement) with any Person that (a) prohibits or restricts or limits the ability of the Borrower or Guarantors any Guarantor to create, incur, pledge or suffer to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon any real property assets of the Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) Guarantor in favor of or for the benefit of the definition Lender, as contemplated herein or (b) prohibits, restricts or imposes any condition upon the ability of “Permitted Liens” (solely any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the extent Borrower or any Lien restrictions thereunder relate solely other Restricted Subsidiary or to limiting guarantee Indebtedness of the aggregate amount of secured debt on a per lot basis in a market and customary manner, Borrower or any other Restricted Subsidiary; provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount(A) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the law or by any Loan DocumentsDocument, (bB) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such foregoing shall not apply to customary restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such dispositionsale, provided such restrictions and conditions apply only to the Subsidiary or the assets that are to be sold and the proceeds thereof, and such sale is permitted hereunder, (C) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Permitted Liens if such restrictions or conditions apply only to the property or assets subject to such dispositionPermitted Liens and the proceeds thereof, (dD) contained clause (a) of the foregoing shall not apply to customary provisions in leases or and other agreements that are customary and restrict contracts restricting the assignment (or subletting) thereof and relate only (E) clause (b) of the foregoing shall not apply to provisions in the assets subject theretoExisting Credit Agreement, (e) set forth the Senior Notes or any Material Debt, in each case outstanding on the Effective Date, and any subsequent Material Debt permitted to be incurred by this Agreement and any Refinancing Indebtedness (so long with respect to the foregoing, to the extent such provisions in such Material Debt or such Refinancing Indebtedness, taken as such restrictions set forth therein a whole, are not materially more restrictive than such provisions, taken as a whole, in (i) with respect to such Material Debt, the comparable provisions of Senior Notes, and (ii) with respect to such Refinancing Indebtedness, the Refinanced Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesrelating thereto.

Negative Pledge. Neither the The US Borrower nor will not, and will not permit any Guarantor will of its Subsidiaries to, directly or indirectly indirectly, enter into into, incur or permit to exist any agreement (or other than this Agreement) with any Person arrangement that prohibits or prohibits, restricts or limits imposes any condition upon (a) the ability of the US Borrower or Guarantors any of its Subsidiaries to create, incur, pledge incur or suffer permit to exist any Lien in favor upon any of Lenders granted pursuant its property or assets, or (b) the ability of any Subsidiary of the US Borrower to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the terms of this Agreement upon any real property assets of the US Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) other Subsidiary of the definition US Borrower or to Guarantee Indebtedness of “Permitted Liens” (solely to the extent US Borrower or any Lien restrictions thereunder relate solely to limiting other Subsidiary of the aggregate amount of secured debt on a per lot basis in a market and customary manner, US Borrower; provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount(i) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, law or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such (ii) the foregoing shall not apply to restrictions (including Lien restrictions) set forth therein are not materially more restrictive than and conditions existing on the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Datehereof, (ciii) the foregoing shall not apply to Qualified Securitization Transactions, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such dispositionsale, provided such restrictions and conditions apply only to the assets subject Subsidiary that is to be sold and such dispositionsale is permitted hereunder, (dv) contained in leases the foregoing shall not apply to the ▇▇▇▇▇ Fargo Secured Agreement, (vi) clause (a) above shall not apply to restrictions or other agreements that are customary and restrict the assignment (conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or subletting) thereof and relate conditions apply only to the property or assets subject theretosecuring such Indebtedness, (evii) set forth clause (a) above shall not apply to customary provisions in any Refinancing leases and other contracts restricting the assignment thereof, and (viii) clause (a) above shall not apply to restrictions and conditions that require that other Indebtedness (be secured equally and ratably with Indebtedness under this Agreement; and provided, further, that so long as any Event of Default shall be continuing, neither the US Borrower nor any of its Subsidiaries shall assume or incur any Indebtedness that is subject to a provision requiring such restrictions set forth therein are not materially more restrictive than the comparable provisions of Indebtedness to be secured equally and ratably with, or prior to, the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leaseshereunder.

Negative Pledge. Neither the Borrower nor The Loan Parties will not, and will not permit any Guarantor will directly or indirectly of their Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability in favor of the Borrower Agent) prohibiting or Guarantors to create, incur, pledge conditioning the creation or suffer to exist assumption of any Lien in favor of Lenders granted pursuant to the terms of this Agreement Obligations upon any real property assets of the Borrower or any Guarantorits assets; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (i) restrictions or conditions imposed by Requirements of Law or by this Agreement or any other Loan Document, (ii) customary restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such dispositionsale, provided (iii) restrictions or conditions imposed by any agreement relating to secured or purchase money Indebtedness or capital leases permitted by this Agreement if such restrictions and conditions apply only to the property or assets subject to securing such dispositionIndebtedness, (div) contained customary provisions in leases or lease and other agreements that are customary and restrict contracts restricting the assignment (or subletting) thereof and relate only to the assets subject theretothereof, (ev) set forth customary anti-assignment clauses in licenses under which the Borrowers or any Refinancing Indebtedness of their Subsidiaries are the licensees, (vi) any agreement in effect at a time a Person becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, (vii) any encumbrances or restrictions set forth therein imposed by any amendments or refinancings that are not materially otherwise permitted by the Loan Documents; provided that such amendments or refinancings are no more restrictive restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendments or refinancings, (viii) customary restrictions on Liens imposed by agreements relating to cash deposits and in the comparable provisions ordinary course of business, and (ix) restrictions and conditions contained in any of the Indebtedness being refinanced)First Lien Term Loan Documents, or and (fx) that are customary net worth provisions restrictions and conditions contained in real property leasesany of the Second Lien Term Loan Documents.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter into any agreement Subject to Permitted Liens (other than this Agreement) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors without regard, for greater certainty, to create, incur, pledge or suffer to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon any real property assets of the Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vin) of the definition of “Permitted Liens” ), the Principal will not, and will not permit any Subsidiary to, create, incur, issue, assume or provide a Guarantee of any Funded Debt secured by, and will not secure any Funded Debt by, a Lien upon any property of the Principal or a Subsidiary (solely whether now owned or hereafter acquired) without in any such case effectively providing concurrently therewith that the Facilities and all obligations (whether absolute or contingent) to the extent any Lien restrictions thereunder relate solely to limiting EDC with respect thereto shall be secured equally and rateably with such Funded Debt; provided that the aggregate amount of Funded Debt secured debt by a Lien on a per lot basis in a market the property of the Principal or any of its Domestic Subsidiaries pursuant to this Section 5.8 will not exceed U.S. $25 million (the “Domestic Subsidiary Lien Basket”) and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of Funded Debt secured debt permitted under such agreement by a Lien on all such propertythe property of any Foreign Subsidiaries pursuant to this Section 5.8 will not exceed U.S. $100 million (the “Foreign Subsidiary Lien Basket” and, then for purposes of calculating together with the Borrowing BaseDomestic Subsidiary Lien Basket, the Book Value “Subsidiary Lien Baskets”); provided further that, in the event any such Funded Debt is secured by a Lien on the property of the Principal and one or more Subsidiaries or property of two or more Subsidiaries, the amount of such Funded Debt applied towards the applicable Subsidiary Lien Basket shall be deemed to be reduced to the largest amount created, incurred, assumed or Guaranteed by any one of the Principal or such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, Subsidiaries; and provided further that that, in the foregoing event any such Funded Debt is secured by a Lien on the property of one or more Foreign Subsidiaries and of the Principal or one or more Domestic Subsidiaries, such Funded Debt shall only be applied towards the Domestic Subsidiary Lien Basket and not apply the Foreign Subsidiary Lien Basket. For greater certainty, nothing in this Section 5.8 shall be construed to restrictions and conditions (a) imposed by permit the Loan Documentscreation, (b) imposed by incurring, issuance, assumption or Guaranteeing of any Funded Debt in excess of the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) limits thereof and relate only to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesSection 5.7.

Negative Pledge. Neither the Borrower nor The Loan Parties will not, and will not permit any Guarantor will directly or indirectly of their Subsidiaries to, enter into or suffer to exist any agreement (other than this Agreementin favor of Agent) with any Person that prohibits prohibiting or restricts conditioning the creation or limits the ability assumption of the Borrower or Guarantors to create, incur, pledge or suffer to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement Obligations upon any real property assets of the Borrower or any Guarantorits assets; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (i) restrictions or conditions imposed by Requirements of Law or by this Agreement or any other Loan Document, (ii) customary restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such dispositionsale, provided (iii) restrictions or conditions imposed by any agreement relating to secured or purchase money Indebtedness or capital leases permitted by this Agreement if such restrictions and conditions apply only to the property or assets subject to securing such dispositionIndebtedness, (div) contained customary provisions in leases or lease and other agreements that are customary and restrict contracts restricting the assignment (or subletting) thereof and relate only to the assets subject theretothereof, (ev) set forth customary anti-assignment clauses in licenses under which the Borrower or any Refinancing Indebtedness of its Subsidiaries are the licensees, (vi) any agreement in effect at a time a Person becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, (vii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents; provided that such amendments or refinancings are no more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendments or refinancings, (viii) customary restrictions on Liens imposed by agreements relating to deposit accounts and cash deposits and in the ordinary course of business, (ix) [Reserved], and (x) restrictions or conditions set forth therein are not materially more restrictive than in the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesABL Loan Documents.

Negative Pledge. Neither the The Borrower will not, nor will it permit any Guarantor will directly or indirectly enter into any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors its Subsidiaries to create, incur, pledge assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens pursuant to any Credit Document securing the Obligations hereunder, including Cash Collateral pledged to secure obligations of Defaulting Lenders as provided in Section 2.14; (b) Liens in favor of Lenders granted a Lender or any of its Affiliates pursuant to the terms of this Agreement upon any real property assets of the Borrower or any Guarantor; provideda Swap Contract permitted hereunder, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely but only to the extent that (i) the obligations under such Swap Contract are permitted under Section 6.10, (ii) such Liens are on the same collateral that secures the Obligations, and (iii) the obligations under such Swap Contract and the Obligations share pari passu in the collateral subject to such Liens; (c) mortgage Liens to the extent not prohibited, both before and after giving effect thereto on a pro forma basis, by the provisions of the financial covenants set out in Section 6.16; (d) Liens for taxes not yet due or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) easements, rights-of-way, restrictions thereunder relate solely and other similar encumbrances affecting real property that, in the aggregate, are not substantial in amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (i) Liens of a judgment debtor securing judgments for the payment of money not constituting an Event of Default under Section 7.01(k) or securing appeal or other surety bonds related to limiting such judgments; (j) Liens securing reimbursement obligations with respect to trade letters of credit issued in the aggregate amount ordinary course of secured debt on a per lot basis in a market and customary mannerbusiness, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply attach only to the assets subject to being acquired with the proceeds of such dispositionletters of credit; (k) any Lien arising out of the refinancing, (d) contained in leases extension, renewal or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only refunding of any Indebtedness secured by any Lien, to the assets subject thereto, (e) set forth in extent that such Lien is permitted by any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the foregoing clauses of this Section, and provided that such Indebtedness being refinanced), is not increased and is not secured by any additional assets; and (l) Liens securing Indebtedness of any Subsidiary or (f) that are customary net worth provisions contained in real property leasesSpecified Affiliate owing to the Borrower.

Negative Pledge. Neither the Borrower nor any Guarantor (a) No Lien Grantor will directly create or indirectly enter into any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to create, incur, pledge or suffer permit to exist any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon on any real property assets of the Borrower Collateral now owned or any Guarantor; providedhereafter acquired by it, howeveror, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely except to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered contemplated by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iiiSection 19(c), assign or sell any income, revenues (iv)including accounts receivable) or rights, (vii)in each case in respect of any Collateral, (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, except Permitted Liens. (b) imposed The parties hereto agree that, in addition to the Transaction Liens, any Designated Contingent Obligation owed to EDC may also be secured by a separate Lien (the Indenture"SUBORDINATED LIEN") on all or any portion of the Collateral, if such Lien is subordinated and second in priority to the Transaction Liens, which Subordinated Lien shall be created under separate security documents, provided that, until such time as the 5-Year Agreements shall have been Terminated, the security documents relating to any Subordinated Lien shall contain provisions with respect to subordination and voting which are no less favourable to the Banks than those set forth in Annex D hereto, with such changes as the Collateral Agent shall approve (the "SUBORDINATION PROVISIONS"). If advised by counsel to the Collateral Agent that doing so is necessary in order to ensure the enforceability of the Subordination Provisions, the Collateral Agent shall be a party to any security document or by the agreements governing other document containing any other unsecured obligations for borrowed money permitted under this Agreement, such provision so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable document contains exculpatory and indemnity provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only satisfactory to the assets subject to Collateral Agent in its discretion; provided that the Collateral Agent's consent shall not be required for any waiver, amendment, change or variation of any such disposition, (d) contained in leases security document or other agreements that are customary and restrict document which does not affect the assignment (Subordination Provisions, any rights or subletting) thereof and relate only obligations of the Collateral Agent or any exculpatory or indemnity provision benefiting the Collateral Agent, unless counsel to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as Collateral Agent advises that such restrictions set forth therein are not materially more restrictive than consent is necessary to ensure the comparable provisions enforceability of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leasesSubordination Provisions.

Negative Pledge. Neither the Borrower nor Enter into or permit to exist any Guarantor will directly or indirectly enter into any agreement Contractual Obligation (other than this AgreementAgreement or any other Loan Document) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors any Restricted Subsidiary (other than an Excluded Subsidiary) to create, incur, pledge incur or suffer to exist any Lien in favor assume Liens on property of Lenders granted pursuant to such Person (other than Excluded Assets) for the terms of this Agreement upon any real property assets benefit of the Borrower or any GuarantorLenders to secure the Obligations under the Loan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions Contractual Obligations that: (a) imposed by exist on the Loan DocumentsClosing Date, including Contractual Obligations governing Indebtedness incurred on the Closing Date to finance the Transactions and any Permitted Refinancing thereof (so long as the scope of Contractual Obligations is not expanded thereby) or other Contractual Obligations executed on the Closing Date in connection with the Transactions; (b) imposed by are binding on a Restricted Subsidiary at the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreementtime such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions (including Lien restrictions) set forth therein are Contractual Obligations were not materially more restrictive than the comparable provisions of this Agreement and the maturity date entered into in contemplation of such unsecured obligations is on Person becoming a Restricted Subsidiary or after binding with respect to any asset at the latest Facility Termination Date, time such asset was acquired; (c) contained are Contractual Obligations of a Restricted Subsidiary that is not a Loan Party (provided that such Contractual Obligations are not prohibited by this Agreement) or to the extent applicable only to Excluded Assets; (d) are customary restrictions that arise in agreements relating connection with (A) any Lien permitted by Section 7.01 and relate to the property subject to such Lien or (B) any disposition Disposition permitted hereby by Section 7.05 applicable pending such disposition, provided such restrictions and conditions apply only Disposition solely to the assets (including Equity Interests) subject to such dispositionDisposition; (e) are provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02; (f) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of or that secures such Indebtedness and the proceeds and products thereof; (g) are restrictions in leases, (d) contained in leases subleases, licenses, sublicenses or agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale or other agreements that are customary and restrict entered into in the assignment (or subletting) thereof and ordinary course of business so long as such restrictions relate only to the assets subject thereto; (h) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(d), (ef), (g), (r)(i) set forth in any Refinancing Indebtedness or (so long as v) to the extent that such restrictions set forth therein apply only to the property or assets securing such Indebtedness; (i) are not materially customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (j) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed by customers or trade counterparties under contracts entered into in the ordinary course of business; (l) arise in connection with cash or other deposits permitted under Section 7.01; (m) comprise restrictions that are, taken as a whole, in the good faith judgment of the Borrower (i) no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, (ii) no more restrictive than the comparable restrictions contained in this Agreement, or not reasonably anticipated to materially and adversely affect the Loan Parties’ ability to make any payments required hereunder; (n) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Borrower or any Restricted Subsidiary; (o) are customary restrictions contained in Indebtedness permitted to be incurred pursuant to Section 7.03 (h), (i), (j), (k), (l), (m), (x) or (y); (p) are Contractual Obligations that are subject to the applicable override provisions of the Indebtedness being refinanced), or UCC; (fq) that are customary provisions (including provisions limiting the Disposition, distribution or encumbrance of assets or property) included in sale leaseback agreements or other similar agreements; (r) are net worth provisions contained in real property leasesagreements entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or any Restricted Subsidiary to meet its ongoing obligations; (s) are restrictions arising in any agreement relating to (i) any Cash Management Obligation to the extent such restrictions relate solely to the cash, bank accounts or other assets or activities subject to the applicable Cash Management Services, (ii) any Permitted Treasury Arrangement, (iii) any Swap Agreement or (iv) any Hedge Agreement; (t) are restrictions on the granting of a security interest in Intellectual Property contained in licenses, sublicenses or cross-licenses by the Borrower or any Restricted Subsidiary of such Intellectual Property, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business; and (u) are other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith determination of the Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge. Neither the Borrower nor Holdings will not, and will not permit any Guarantor will directly or indirectly Restricted Subsidiary to enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (a) restrictions and conditions (a) imposed by (i) Requirements of Law, (ii) any Loan Document and/or ABL Loan Document, (iii) the Loan Senior Secured Note Documents, (iv) [reserved], (v) any documentation governing Incremental Equivalent Debt, (vi) any documentation governing Credit Agreement Refinancing Indebtedness, (vii) any documentation governing Indebtedness incurred pursuant to Section 6.01(a) or (b)(1) or any other Indebtedness incurred pursuant to Section 6.01 that is subject to an Intercreditor Agreement and (viii) any documentation governing any Refinancing Indebtedness incurred to refinance any such Indebtedness referenced in clauses (i) through (vii) above; (b) imposed by restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness (including Refinancing Indebtedness in respect thereof) permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to Holdings or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (so long as such h) restrictions on cash (or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Liens); (i) restrictions set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions of the Indebtedness being refinanced), or in joint venture agreements and other similar agreements applicable to Joint Ventures permitted by Section 6.02 and applicable solely to such Joint Venture and Equity Interests issued thereby; and (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of Holdings and its Subsidiaries to meet their ongoing obligations; and (l) [reserved].

Negative Pledge. Neither the The Borrower nor will not, and will not permit any Guarantor will of its Subsidiaries to, directly or indirectly indirectly, enter into into, incur or permit to exist any agreement (or other than this Agreement) with any Person arrangement that prohibits or prohibits, restricts or limits imposes any condition upon (a) the ability of the Borrower or Guarantors any of its Subsidiaries to create, incur, pledge incur or suffer permit to exist any Lien in favor upon any of Lenders granted pursuant its property or assets, or (b) the ability of any Subsidiary of the Borrower to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the terms of this Agreement upon Borrower or any real property assets other Subsidiary or to Guarantee Indebtedness of the Borrower or any Guarantorother Subsidiary; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount(i) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documentslaw or by this Agreement (including, but not limited to, Section 7.04(a)(v)), (bii) imposed by the Indenture, or by foregoing shall not apply to restrictions and conditions existing on the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Datehereof, (ciii) the foregoing shall not apply to Qualified Securitization Transactions, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such dispositionsale, provided such restrictions and conditions apply only to the assets subject Subsidiary that is to be sold and such dispositionsale is permitted hereunder, (dv) contained in leases clause (a) of the foregoing shall not apply to restrictions or other agreements that are customary and restrict the assignment (conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or subletting) thereof and relate conditions apply only to the property or assets subject theretosecuring such Indebtedness, (evi) set forth clause (a) of the foregoing shall not apply to customary provisions in any Refinancing leases and other contracts restricting the assignment thereof; and (vii) clause (a) of the foregoing shall not apply to restrictions and conditions that require that other Indebtedness (be secured equally and ratably with Indebtedness under this Agreement; and provided, further, that so long as any Event of Default shall be continuing, neither the Borrower nor any of its Subsidiaries shall assume or incur any Indebtedness that is subject to a provision requiring such restrictions set forth therein are not materially more restrictive than the comparable provisions of Indebtedness to be secured equally and ratably with, or prior to, the Indebtedness being refinancedhereunder (except pursuant to the Five Year Revolving Credit Agreement), or (f) that are customary net worth provisions contained in real property leases.

Negative Pledge. Neither the Borrower nor Enter into or suffer to exist, or permit any Guarantor will directly or indirectly enter into any agreement of its Restricted Subsidiaries (other than this AgreementForeign Subsidiaries) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to create, incur, pledge enter into or suffer to exist exist, any agreement prohibiting or conditioning the creation or assumption of any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon any real of its property or assets of securing the Borrower Obligations under the Loan Documents, except (i) prohibitions or conditions under (A) any Guarantor; provided, however, that those agreements creating Liens purchase money Debt permitted under clause (viby Section 5.02(b)(ii) of the definition of “Permitted Liens” (solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt (together with any Lien restrictions thereunder relate solely to limiting accessions and additions thereto and the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iiiproceeds thereof), (ivB) any Existing Debt or other Debt permitted by Section 5.02(b)(iii)[intentionally omitted] or (C) any Capitalized Lease permitted by Section 5.02(b)(ii) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto (together with any accessions and additions thereto and the proceeds thereof), ; (vii), (viii), (xixii) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to customary restrictions and conditions relating to (aA) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money specific property to be sold pursuant to an executed agreement with respect to a permitted Transfer permitted under this Agreementagreement, so long as including under Section 5.02(d) or (e) or (B) the sale of any property pending the consummation of such sale under stock sale agreements, joint venture agreements, sale/leaseback agreements, purchase agreements, or acquisition agreements (including by way of merger, acquisition or consolidation), entered into by Parent or any Restricted Subsidiary solely to the extent pending the consummation of such transaction; (iii) restrictions by reason of customary provisions restricting Liens, assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (including Lien restrictionsiv) set forth therein are not materially more restrictive than the comparable provisions of this Agreement restrictions and the maturity date of such unsecured obligations is on or conditions applicable to any Subsidiary acquired after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided FirstSecond Amendment Effective Date if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition and apply only solely to such acquired Subsidiary; (v) restrictions disclosed in Schedule 5.02(l); (vi) covenants in documents creating Liens permitted by Section 5.02(a) prohibiting further Liens on the properties encumbered thereby[intentionally omitted]; (vi) [intentionally omitted]; (vii) prohibitions or limitations that exist in any agreement governing Debt permitted by Section 5.02(b)(viii), (xii), (xi) or (xv), provided that such prohibition or limitation is not more restrictive in any material respect than those contained in the Loan Documents; (viii) restrictions or limitations imposed by any amendments, refinancings, refundings, renewals, replacements or defeasance that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (ii), provided that such amendments, refinancings, refundings, renewals, replacements or defeasance are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment, refinancing, refunding, renewal, replacement or defeasance; (ix) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the assets subject to such disposition, (d) contained in leases Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any IndebtednessDebt or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions obligation by virtue of the Indebtedness being refinanced), granting of Liens on or pledge of property of any Loan Party to secure the Obligations; or (fx) any prohibition or limitation that are customary net worth provisions contained in real property leasesexists pursuant to applicable requirements of law.

Negative Pledge. Neither the Borrower nor Permit any Guarantor will directly or indirectly Loan Party to enter into or suffer to exist any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to create, incur, pledge or suffer to exist any Lien in favor of Lenders granted pursuant to Agent) prohibiting or conditioning the terms creation or assumption of this Agreement any Lien upon any real property of its assets of to secure the Borrower or Obligations, except for any Guarantor; provided, however, that those agreements creating Liens permitted under clause restrictions that: (via) of exist on the definition of “Permitted Liens” date hereof and (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt not otherwise permitted by this Section 8.22) are listed on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, Schedule 8.22 hereto; (b) imposed by are binding on a Restricted Subsidiary that becomes a Restricted Subsidiary after the Indenture, or by Closing Date at the agreements governing any other unsecured obligations for borrowed money permitted under this Agreementtime such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions (including Lien restrictions) set forth therein are were not materially more restrictive than the comparable provisions of this Agreement and the maturity date entered into solely in contemplation of such unsecured obligations is on or after the latest Facility Termination Date, Person becoming a Restricted Subsidiary; (c) are customary restrictions and conditions contained in agreements any agreement relating to any disposition Disposition permitted hereby by Section 8.5 pending the consummation of such disposition, Disposition; provided that such restrictions and conditions apply only to the assets property that is the subject of such Disposition and not to the proceeds to be received by the Companies in connection with such disposition, Disposition; (d) contained in leases or other agreements that are customary provisions in joint venture agreements and restrict other similar agreements applicable to joint ventures permitted under Section 8.10 and applicable solely to such joint venture; (e) are restrictions on Liens in favor of any holder of Indebtedness permitted under Section 8.1(c) (solely to the assignment extent such restriction relates to assets the acquisition, construction, repair, replacement, lease or improvement of which was financed by such Indebtedness) or Section 8.1(h) (solely to the extent such restriction relates to assets acquired in connection with the Permitted Acquisition in connection with which such Acquired Indebtedness referred to in Section 8.1(h) was acquired); (f) are customary restrictions in leases, subleases, licenses or subletting) thereof and asset sale agreements otherwise permitted hereby so long as such restrictions relate only solely to the assets subject thereto; (g) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; and (h) are amendments, (emodifications, restatements, refinancings or renewals of the agreements, contracts or instruments referred to in Section 8.22(a) set forth in any Refinancing Indebtedness (so long above; provided that such amendments, modifications, restatements, refinancings or renewals, taken as such restrictions set forth therein a whole, are not materially more restrictive with respect to such encumbrances and restrictions than the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions those contained in real property leasessuch predecessor agreements, contracts or instruments.

Negative Pledge. Neither Holdings nor the Borrower nor any Guarantor will directly or indirectly enter into or suffer to exist, or permit any of the Restricted Subsidiaries to enter into or suffer to exist, any agreement (other than this Agreementthe Loan Documents) with any Person that prohibits or restricts or limits imposes any conditions upon the ability of the Borrower Holdings or Guarantors any Restricted Subsidiary that is or is required to be a Loan Party to create, incur, pledge incur or suffer permit to exist any Lien upon any of its property or assets in favor of Lenders granted pursuant to any Collateral Agent (or any agent or designee of a Collateral Agent) for the terms of this Agreement upon any real property assets benefit of the Borrower or Secured Parties securing any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, Obligations; provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply apply: (a) (x) to restrictions and conditions (a) imposed by applicable law, rule, regulation or order or (y) by any customary or reasonable restrictions and conditions contained in any Loan Document, Leidos Loan Document, any document governing any Swap Obligations, Refinancing Notes, any Refinancing Junior Loan, any Incremental Equivalent Debt, and any Permitted Refinancing in respect of any of the Loan Documents, foregoing; (b) to customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.12 pending such Dispositions; [[3596554]] (c) to customary provisions in leases and other contracts, restricting the assignment, subletting or other transfer thereof (including the granting of any Lien); (d) to restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the Indenture, Ordinary Course of Business; (e) if such restrictions and conditions were binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the agreements governing Closing Date or assets owned by any other unsecured obligations for borrowed money permitted under this AgreementRestricted Subsidiary on the Closing Date), so long as such Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired; (f) to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, in each case not prohibited by this Agreement, that restrict the transfer of assets of, or ownership interests in the joint venture; (g) to restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided if such restrictions and or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon; (h) to customary restrictions that arise in connection with any Lien permitted by Section 6.01 on any asset or property that is not, and is not required to be, Collateral that relates to the asset or property subject to such dispositionLien; and (i) to any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (da) contained through (h) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only good faith judgment of the Borrower, no more restrictive with respect to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive taken as a whole than the comparable provisions of the Indebtedness being refinanced)those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (f) that are customary net worth provisions contained in real property leasesrefinancing.

Negative Pledge. Neither The Borrower undertakes that with effect from drawdown of the Facility the Borrower nor any and the Guarantor will directly not create, suffer or indirectly enter into permit to subsist (and will procure that none of the Subsidiaries will create, suffer or permit to subsist) any agreement Security Interest on the whole or any part of its respective present or future assets except for the following: (other than this AgreementA) Security Interests created with the prior written consent of the Lender; (B) Security Interests arising by operation of law in the ordinary course of business including, without limitation, statutory liens and encumbrances; (C) any Person that prohibits Security Interest over the assets and/or revenues of a company which became or restricts or limits the ability becomes a Subsidiary of the Borrower or Guarantors the Guarantor after the Signing Date and which Security Interest is in existence or contracted to create, incur, pledge be given as at the date it becomes a Subsidiary (and which was not created in contemplation of it becoming a Subsidiary) provided that the principal amount of any borrowing which may be so secured shall not be increased beyond the amount outstanding or suffer to exist committed at the date it becomes a Subsidiary but shall be reduced in accordance with its terms and provided further that in the case of a fluctuating amount for banking type accommodation the foregoing shall not prevent fluctuation within the overall limit that existed at that date and provided that the amount secured under any Lien in favor such Security Interest shall not be increased beyond the amount secured at the date the company becomes a Subsidiary; (D) those Security Interests existing at the Signing Date over the assets and/or revenues of Lenders granted pursuant to the terms of this Agreement upon any real property assets of a Subsidiary (whether or not it is the Borrower or the Guarantor), provided that the principal amount of any Guarantor; providedborrowing which may be so secured shall not be increased beyond the amount outstanding or committed at the Signing Date but shall be reduced in accordance with its terms and provided further that in the case of a fluctuating amount for banking type accommodation the foregoing shall not prevent fluctuation within the overall limit that existed at the Signing Date; (E) Security Interests securing the performance of bids, howevertenders, bonds, leases, contracts (other than in respect of Borrowings), statutory obligations, surety, customs and appeal bonds and other obligations of like nature (but not including obligations in respect of Borrowings) incurred in the ordinary course of business provided that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount secured under such Security Interests shall not, at any time, exceed $20,000,000 save that such aggregate amount may be exceeded with the prior written consent of secured debt on a per lot basis the Lender; (F) Security Interests arising out of judgments or awards which are being contested in a market good faith and customary mannerwith respect to which an appeal or proceeding for review has been instituted or the time for doing so has not yet expired; (G) Security Interests upon any property which are created or incurred contemporaneously with the acquisition of such property to secure or provide for the payment of any part of the purchase price of such property (but no other amounts), provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds Security Interest shall not apply to any other property of the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, purchaser thereof and provided further that the foregoing aggregate amount of all liabilities secured by this paragraph (G) shall not, at any time, exceed $25,000,000; (H) any Security Interest arising out of title retention provisions in a supplier's conditions of supply of goods or services acquired by a member of the Group in the ordinary course of its business; (I) any right of any bank or financial institution of combination or consolidation of accounts or right to set-off or transfer any sum or sums standing to the credit of any account (or appropriate any securities held by such bank or financial institution) in or towards satisfaction of any present or future liabilities to that bank or financial institution; (J) any Security Interest securing indebtedness re-financing indebtedness secured by Security Interests permitted by paragraphs (C), (D) or (G) above or this paragraph (J) provided that (except to the extent otherwise permitted by paragraph (A)) the maximum principal amount of the indebtedness secured by such Security Interests is not increased and such Security Interests do not extend to any assets which were not subject to the Security Interests securing the re-financed indebtedness; (K) any Security Interest created by a member of the Group which is neither the Borrower nor the Guarantor securing banking facilities over accounts receivable (or book debts) outside the U.K. or the U.S.A.; (L) any other Security Interest created or outstanding on or over any assets of any member of the Group provided that the aggregate outstanding amount secured by all Security Interests created or outstanding under this exception in this paragraph (L) shall not apply to restrictions at any time exceed $40,000,000 or its equivalent and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted further provided that no single such Security Interest under this Agreement, so long as such restrictions paragraph (including Lien restrictionsL) set forth therein are not materially more restrictive than the comparable provisions shall secure an aggregate principal amount exceeding $10,000,000 or its equivalent; and (M) any Security Interest arising out of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), Accounts Receivable Facility or (f) that are customary net worth provisions contained in real property leasesBack to Back Loans.

Negative Pledge. Neither the Borrower nor Enter into or permit to exist any Guarantor will directly or indirectly enter into any agreement Contractual Obligation (other than this AgreementAgreement or any other Loan Document) with any Person that prohibits or restricts or limits the ability of the Borrower any Restricted Subsidiary (other than an Excluded Subsidiary) (i) that is not a Loan Party, to make dividends or Guarantors distributions to (directly or indirectly), or to make or repay loans or advances to, any Loan Party or (ii) to create, incur, pledge assume or suffer to exist any Lien in favor Liens on property of Lenders granted pursuant to such Person (other than Excluded Assets) for the terms of this Agreement upon any real property assets benefit of the Borrower or any Guarantor; provided, however, Lenders to secure the Obligations under the Loan Documents (other than Incremental Facilities that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely are not intended to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of be secured debt on a per lot basis in a market and customary manner, first lien basis); provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions Contractual Obligations that: (a) imposed by exist on the Loan DocumentsClosing Date, including Contractual Obligations governing Indebtedness incurred on the Closing Date to finance the Transactions and any Permitted Refinancing thereof or other Contractual Obligations executed on the Closing Date in connection with the Transactions; (b) imposed by are binding on a Restricted Subsidiary at the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreementtime such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions (including Lien restrictions) set forth therein are Contractual Obligations were not materially more restrictive than the comparable provisions of this Agreement and the maturity date entered into in contemplation of such unsecured obligations is on Person becoming a Restricted Subsidiary or after binding with respect to any asset at the latest Facility Termination Date, time such asset was acquired; |US-DOCS\156126645.2|| (c) contained are Contractual Obligations of a Restricted Subsidiary that is not a Loan Party or to the extent applicable only to Excluded Assets; (d) are customary restrictions that arise in agreements relating connection with (A) any Lien permitted by Section 7.01 and relate to the property subject to such Lien or (B) any disposition Disposition permitted hereby by Section 7.05 applicable pending such disposition, provided such restrictions and conditions apply only Disposition solely to the assets (including Equity Interests) subject to such dispositionDisposition; (e) are joint venture agreements and other similar agreements applicable to Joint Ventures and applicable solely to such Joint Venture; (f) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of or that secures such Indebtedness and the proceeds and products thereof; (g) are restrictions in leases, (d) contained in leases subleases, licenses, sublicenses or agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale or other agreements that are customary and restrict entered into in the assignment (or subletting) thereof and ordinary course of business so long as such restrictions relate only to the assets subject thereto; (h) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness and the proceeds and products thereof; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (j) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed by customers or trade counterparties under contracts entered into in the ordinary course of business; (l) arise in connection with cash or other deposits permitted under Section 7.01; (m) comprise restrictions that are, taken as a whole, in the good faith judgment of the Borrower (i) no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, (eii) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially no more restrictive than the comparable restrictions contained in this Agreement, or (iii) not reasonably anticipated to materially and adversely affect the Loan Parties’ ability to make any payments required hereunder; (n) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Borrower or any Restricted Subsidiary; (o) customary restrictions contained in Indebtedness permitted to be incurred pursuant to Section 7.03(b), ((h)), ((i)), ((j)), ((k)), ((l)), ((m)), ((x)) or ((y)); (p) Contractual Obligations that are subject to the applicable override provisions of the Indebtedness being refinanced)UCC or the PPSA; |US-DOCS\156126645.2|| (q) customary provisions (including provisions limiting the Disposition, distribution or encumbrance of assets or property) included in sale leaseback agreements or other similar agreements; (fr) that are customary net worth provisions contained in real agreements entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or such Restricted Subsidiary to meet its ongoing obligations; (s) restrictions arising in any agreement relating to (i) any Cash Management Obligation to the extent such restrictions relate solely to the cash, bank accounts or other assets or activities subject to the applicable Cash Management Services, (ii) any treasury arrangements and (iii) any Hedge Agreement; (t) restrictions on the granting of a security interest in Intellectual Property contained in licenses, sublicenses or cross-licenses by the Borrower or any Restricted Subsidiary of such Intellectual Property, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business; (u) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section 7.08; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith determination of the Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (v) any agreement or other instrument of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 7.03(d)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property leasesor assets of the Person and its Subsidiaries, so acquired.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter Enter into any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to create, incur, pledge or suffer to exist exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien in favor of Lenders granted pursuant to the terms of this Agreement upon any real of its property or assets of the Borrower except prohibitions or conditions under (A) any Guarantor; providedExisting Debt, however, that those agreements creating Liens or (B) any purchase money Debt permitted under clause (viby Section 5.02(b)(ii) of the definition of “Permitted Liens” (solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Lien restrictions thereunder relate Capitalized Lease permitted by Section 5.02(b)(iii) solely to limiting the aggregate amount of secured debt extent that such Capitalized Lease prohibits a Lien on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii)property subject thereto, (iv), D) any Debt outstanding on the date any Person first becomes a Restricted Subsidiaries of the Borrower (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are agreement was not materially more restrictive than the comparable provisions of this Agreement and the maturity date entered into solely in contemplation of such unsecured obligations is on or after Person becoming a Restricted Subsidiaries of the latest Facility Termination DateBorrower), (cE) contained in the Support Agreement, (F) the Shy Settlement, (G) agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such dispositionsale, provided such restrictions and conditions apply only to the assets subject Subsidiary that is to be sold and such sale is permitted hereunder, (H) leases, subleases or licenses, sublicenses or service contracts restricting the assignment thereof, (I) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower or a Guarantor, provided that such agreement was not entered in contemplation of such Person becoming a Subsidiary, (J) any other contractual requirements (including pursuant to any corporate governance documents in the nature of a charter or by-laws) of a Finance Subsidiary arising in connection with a Permitted Receivables Financing, provided, that any such encumbrances and restrictions apply only to such dispositionFinance Subsidiary, (dK) contained any agreement in leases or other agreements that are customary and restrict effect on the assignment (or subletting) thereof and relate only to the assets subject thereto, (e) set forth date hereof as any such agreement is in any Refinancing Indebtedness (so long as effect on such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced)date, or (fL) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that are customary net worth provisions contained restrict the transfer of ownership interests in real property leasessuch partnership, limited liability company, joint venture or similar Person.

Negative Pledge. Neither the Borrower nor (a) Parent and EnergySolutions each shall not, and subject to clause (b) below, shall not permit any Guarantor will directly or indirectly of their respective Subsidiaries (other than Special Purpose Subsidiaries) to, enter into or permit to exist any agreement or arrangement (other than this Agreement, any other Loan Document or the Senior Notes Documents) with any Person that prohibits limits or restricts or limits conditions the ability of the Borrower Parent, EnergySolutions or Guarantors any of their respective Subsidiaries to create, incur, pledge assume or suffer to exist Liens on any asset or property of such Person except that this Section 7.10 shall not prohibit (i) any negative pledge incurred or provided in connection with any Lien referred to in favor of Lenders granted pursuant to the terms of this Agreement upon any real property assets of the Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vie) of the definition of the term “Permitted LiensLien” (solely to the extent any Lien restrictions thereunder relate solely such negative pledge relates to limiting the aggregate amount property secured by or the subject of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii)Lien, (iv), (vii), (viii), (xixii) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens restrictions on those assets encumbered by any Subsidiary under any agreement in effect at the Liens created by time such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this AgreementSubsidiary becomes a Subsidiary, so long as such restrictions (including Lien restrictions) set forth therein are agreement was not materially more restrictive than the comparable provisions of this Agreement and the maturity date entered into in contemplation of such unsecured obligations is on or after the latest Facility Termination DatePerson becoming a Subsidiary, (ciii) contained in any agreements relating to governing any disposition purchase money Liens or Capitalized Lease Obligations otherwise permitted hereby pending (in which case, any such disposition, provided such restrictions and conditions apply prohibition or limitation shall only to be effective against the assets subject to such dispositionfinanced thereby), (div) customary restrictions on assignment of contracts contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject theretowithin such contracts, (ev) set forth in any Refinancing Indebtedness customary restrictions with respect to an asset imposed pursuant to an agreement for the disposition of such asset (so long as such disposition is permitted by Section 7.4 and which agreement is not proscribed by a provision hereof other than those contained in this Section 7.10(a)), (vi) customary restrictions set forth therein in joint venture agreements of joint ventures that are not materially more restrictive than Subsidiaries and (vii) restrictions or conditions in agreements and other documents governing or evidencing Additional Permitted Debt to the comparable provisions extent such restrictions and conditions do not affect the ability of Parent, EnergySolutions or any of their respective Subsidiaries to create Liens securing the Secured Obligations in favor of the Indebtedness being refinanced)Administrative Agent and for the benefit of the Secured Parties. (b) To the extent any Special Purpose Subsidiary or the direct parent company of any Special Purpose Subsidiary is restricted or prohibited by the United States Nuclear Regulatory Commission or any other Governmental Authority, or (f) by a counterparty to such Special Purpose Subsidiary’s SPS Project Documentation, from granting Liens on such Special Purpose Subsidiary’s assets or Equity Interests, as applicable, for the benefit of the Secured Parties, then such Special Purpose Subsidiary or its direct parent company shall not, and shall cause each of its respective subsidiaries not to, create, incur, assume or suffer to exist Liens, other than Permitted Liens, on the assets or Equity Interests of such Special Purpose Subsidiary for the benefit of any Person that are customary net worth provisions contained in real property leasesis not a counterparty to such Special Purpose Subsidiary’s SPS Project Documentation.

Negative Pledge. Neither the The Borrower will not, nor will it permit any Guarantor will directly or indirectly enter into any agreement (other than this Agreement) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors its Subsidiaries to create, incur, pledge assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens pursuant to any Credit Document securing the Obligations hereunder, including Cash Collateral pledged to secure obligations of Defaulting Lenders as provided in Section 2.14; (b) Liens in favor of Lenders granted a Lender or any of its Affiliates pursuant to the terms of this Agreement upon any real property assets of the Borrower or any Guarantor; provideda Swap Contract permitted hereunder, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely but only to the extent that (i) the obligations under such Swap Contract are permitted under Section 6.10, (ii) such Liens are on the same collateral that secures the Obligations, and (iii) the obligations under such Swap Contract and the Obligations share pari passu in the collateral subject to such Liens; (c) mortgage Liens to the extent not prohibited, both before and after giving effect thereto on a pro forma basis, by the provisions of the financial covenants set out in Section 6.16; (d) Liens for taxes not yet due or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) easements, rights‑of‑way, restrictions thereunder relate solely and other similar encumbrances affecting real property that, in the aggregate, are not substantial in amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (i) Liens of a judgment debtor securing judgments for the payment of money not constituting an Event of Default under Section 7.01(k) or securing appeal or other surety bonds related to limiting such judgments; (j) Liens securing reimbursement obligations with respect to trade letters of credit issued in the aggregate amount ordinary course of secured debt on a per lot basis in a market and customary mannerbusiness, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply attach only to the assets subject to being acquired with the proceeds of such dispositionletters of credit; (k) any Lien arising out of the refinancing, (d) contained in leases extension, renewal or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only refunding of any Indebtedness secured by any Lien, to the assets subject thereto, (e) set forth in extent that such Lien is permitted by any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the foregoing clauses of this Section, and provided that such Indebtedness being refinanced), is not increased and is not secured by any additional assets; and (l) Liens securing Indebtedness of any Subsidiary or (f) that are customary net worth provisions contained in real property leasesSpecified Affiliate owing to the Borrower.

Negative Pledge. Neither the Borrower nor Enter into or permit to exist any Guarantor will directly or indirectly enter into any agreement Contractual Obligation (other than this AgreementAgreement or any other Loan Document) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors any Restricted Subsidiary (other than an Excluded Subsidiary) to create, incur, pledge assume or suffer to exist any Lien in favor Liens on property of Lenders granted pursuant to such Person (other than Excluded Assets) for the terms of this Agreement upon any real property assets benefit of the Borrower or any GuarantorLenders to secure the Obligations under the Loan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions Contractual Obligations that: (a) imposed by exist on the Loan DocumentsClosing Date, including Contractual Obligations governing Indebtedness incurred on the Closing Date to finance the Transactions and any Permitted Refinancing thereof (so long as the scope of Contractual Obligations is not expanded thereby) or other Contractual Obligations executed on the Closing Date in connection with the Transactions; (b) imposed by are binding on a Restricted Subsidiary at the Indenture, or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreementtime such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions (including Lien restrictions) set forth therein are Contractual Obligations were not materially more restrictive than the comparable provisions of this Agreement and the maturity date entered into in contemplation of such unsecured obligations is on Person becoming a Restricted Subsidiary or after binding with respect to any asset at the latest Facility Termination Date, time such asset was acquired; (c) contained are Contractual Obligations of a Restricted Subsidiary that is not a Loan Party (provided that such Contractual Obligations are not prohibited by this Agreement) or to the extent applicable only to Excluded Assets; (d) are customary restrictions that arise in agreements relating connection with (A) any Lien permitted by Section 7.01 and relate to the property subject to such Lien or (B) any disposition Disposition permitted hereby by Section 7.05 applicable pending such disposition, provided such restrictions and conditions apply only Disposition solely to the assets (including Equity Interests) subject to such dispositionDisposition; (e) are provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under Section 7.02; (f) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of or that secures such Indebtedness and the proceeds and products thereof; (g) are restrictions in leases, (d) contained in leases subleases, licenses, sublicenses or agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale or other agreements that are customary and restrict entered into in the assignment (or subletting) thereof and ordinary course of business so long as such restrictions relate only to the assets subject thereto; (h) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(d), (ef), (g), (r)(i) set forth in any Refinancing Indebtedness or (so long as v) to the extent that such restrictions set forth therein apply only to the property or assets securing such Indebtedness; (i) are not materially customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (j) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed by customers or trade counterparties under contracts entered into in the ordinary course of business; (l) arise in connection with cash or other deposits permitted under Section 7.01; (m) comprise restrictions that are, taken as a whole, in the good faith judgment of the US Borrower (i) no more restrictive with respect to a Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type and (ii) no more restrictive than the comparable restrictions contained in this Agreement, or not reasonably anticipated to materially and adversely affect the Loan Parties’ ability to make any payments required hereunder; (n) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over a Borrower or any Restricted Subsidiary; (o) are customary restrictions contained in Indebtedness permitted to be incurred pursuant to Section 7.03 (h), (i), (j), (k), (l), (m), (x) or (y); (p) are Contractual Obligations that are subject to the applicable override provisions of the Indebtedness being refinanced), UCC or the PPSA; (fq) that are customary provisions (including provisions limiting the Disposition, distribution or encumbrance of assets or property) included in sale leaseback agreements or other similar agreements; (r) are net worth provisions contained in real property leasesagreements entered into by a Borrower or any Restricted Subsidiary, so long as the US Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of a Borrower or any Restricted Subsidiary to meet its ongoing obligations; (s) are restrictions arising in any agreement relating to (i) any Cash Management Obligation to the extent such restrictions relate solely to the cash, bank accounts or other assets or activities subject to the applicable Cash Management Services, (ii) any Hedge Agreements; (t) are restrictions on the granting of a security interest in Intellectual Property contained in licenses, sublicenses or cross-licenses by a Borrower or any Restricted Subsidiary of such Intellectual Property, which licenses, sublicenses and cross-licenses were entered into the in the ordinary course of business; and (u) are other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith determination of the US Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge. Neither the Borrower nor (a) No Obligor shall (or shall permit any Guarantor will directly or indirectly enter into any agreement (other than this AgreementSignificant Subsidiary to) with any Person that prohibits or restricts or limits the ability of the Borrower or Guarantors to create, incurIncur, pledge or suffer to exist any Lien in favor on any of Lenders granted its Property to secure any Debt upon any of its Property, whether now owned or hereafter acquired by it, unless it has made or shall make effective provision whereby the obligations of the Obligors under the Loan Documents shall be secured by a Lien on such Property equally and ratably with (or prior to) all other Debt of such Obligor or Significant Subsidiary secured by such Lien for so long as such other Debt is secured by such Lien pursuant to documentation in form and substance reasonably satisfactory to the terms of this Agreement upon any real property assets Administrative Agent (acting at the direction of the Borrower or any GuarantorMajority Lenders); provided, however, that those agreements creating Liens permitted under clause (vi) if the Debt is Subordinated Debt, the Lien on such Property securing the Debt shall be subordinated and junior to the Lien securing obligations of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted Obligors under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, as the case may be, with the same relative priority as such Debt has with respect to obligations of the Obligors under the Loan Documents and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent (bacting at the direction of the Majority Lenders), except for each of the following Liens (each a “Permitted Lien”): (i) imposed by Liens to secure (A) Debt of JBS or a Restricted Subsidiary under the IndentureABL Revolving Credit Agreement or other Credit Facilities, or by including guarantees thereof; provided that, after giving effect to any such Incurrence (including the agreements governing any other unsecured obligations for borrowed money permitted application of proceeds therefrom), the aggregate principal amount of all Debt Incurred and then outstanding under this Agreementclause (i)(A) shall not exceed the greater of (x) U.S.$1,000,000,000 less the outstanding principal amount of any Receivables Facilities and (y) the sum of (1) 85% of the book value of accounts receivable of JBS and its Restricted Subsidiaries plus (2) 80% of the book value of inventory of JBS and its Restricted Subsidiaries (excluding, so long in the case of clauses (1) and (2), any such assets that are the subject of a Receivables Facility), in the case of clause (y), determined based on the consolidated balance sheet of JBS for the fiscal quarter most recently ended on or prior to the date on which such Debt is Incurred for which internal financial statements are available (as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than adjusted to give pro forma effect to acquisitions or dispositions outside the comparable provisions ordinary course of this Agreement and business occurring after the maturity date of such unsecured obligations is balance sheet but on or before the date of such Incurrence) and (B) Debt of JBS or a Restricted Subsidiary under Credit Facilities (other than the ABL Revolving Facility); provided that, after the latest Facility Termination Date, (c) contained in agreements relating giving effect to any disposition permitted hereby pending such dispositionIncurrence (including the application of proceeds therefrom), the aggregate principal amount of all Debt Incurred and then outstanding under this clause (i)(B) shall not exceed the greater of (x) U.S.$2,800,000,000 and (y) an aggregate principal amount of Debt that at the time of Incurrence does not cause the Secured Leverage Ratio of JBS to exceed 2.75 to 1.00; (ii) Liens to secure Debt, including but not limited to Capital Lease Obligations, mortgage financings or purchase money obligations, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, commissioning or improvement of property or assets, whether through direct purchase of assets or the Capital Stock of any Person owning those assets, or Incurred to refinance any such purchase price or cost of construction or improvement, and refinancings thereof; provided that any such restrictions Lien may not extend to any property of an Obligor or any Significant Subsidiary, other than the property acquired, constructed or leased with the proceeds of such Debt and conditions apply only such Liens secure Debt in an amount not in excess of the original purchase price or the original cost of any such property and any improvements or accessions to such property and any premiums, fees, costs and expenses incurred in connection with the incurrence of such Debt or the refinancing thereof; provided, further, that to the extent that the property or asset acquired is Capital Stock, the Lien also may encumber other property or assets subject of the Person so acquired, and provided, further, that any Lien is permitted to such disposition, be incurred on the Capital Stock of any Person securing any Debt of that Person that is (dx) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only non-recourse to the Borrowers or the Guarantors and (y) incurred solely for purposes of financing the acquisition, construction or improvement of any property or assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as of such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leases.Person;

Negative Pledge. Neither the The US Borrower nor will not, and will not permit any Guarantor will of its Subsidiaries to, directly or indirectly indirectly, enter into into, incur or permit to exist any agreement (or other than this Agreement) with any Person arrangement that prohibits or prohibits, restricts or limits imposes any condition upon (a) the ability of the US Borrower or Guarantors any of its Subsidiaries to create, incur, pledge incur or suffer permit to exist any Lien in favor upon any of Lenders granted pursuant its property or assets, or (b) the ability of any Subsidiary of the US Borrower to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the terms of this Agreement upon any real property assets of the US Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) other Subsidiary or to Guarantee Indebtedness of the definition of “Permitted Liens” (solely to the extent US Borrower or any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, other Subsidiary; provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount(i) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to restrictions and conditions (a) imposed by the Loan Documents, (b) imposed by the Indenture, law or by the agreements governing any other unsecured obligations for borrowed money permitted under this Agreement, so long as such (ii) the foregoing shall not apply to restrictions (including Lien restrictions) set forth therein are not materially more restrictive than and conditions existing on the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Datehereof, (ciii) the foregoing shall not apply to Qualified Securitization Transactions, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any disposition permitted hereby the sale of a Subsidiary pending such dispositionsale, provided such restrictions and conditions apply only to the assets subject Subsidiary that is to be sold and such dispositionsale is permitted hereunder, (dv) contained in leases the foregoing shall not apply to the ▇▇▇▇▇ Fargo Secured Agreement, (vi) clause (a) above shall not apply to restrictions or other agreements that are customary and restrict the assignment (conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or subletting) thereof and relate conditions apply only to the property or assets subject theretosecuring such Indebtedness, (evii) set forth clause (a) above shall not apply to customary provisions in any Refinancing leases and other contracts restricting the assignment thereof, and (viii) clause (a) above shall not apply to restrictions and conditions that require that other Indebtedness (be secured equally and ratably with Indebtedness under this Agreement; and provided, further, that so long as any Event of Default shall be continuing, neither the US Borrower nor any of its Subsidiaries shall assume or incur any Indebtedness that is subject to a provision requiring such restrictions set forth therein are not materially more restrictive than the comparable provisions of Indebtedness to be secured equally and ratably with, or prior to, the Indebtedness being refinanced), or (f) that are customary net worth provisions contained in real property leaseshereunder.

Negative Pledge. Neither AT Finance Holdings and the Borrower nor will not, and will not permit any Guarantor will directly or indirectly Restricted Subsidiary to enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Secured Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (a) restrictions and conditions (a) imposed by (i) Requirements of Law, (ii) any Loan Document, (iii) any documentation relating to any Permitted Receivables Financing, (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Junior Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness referenced in (A) clauses (iv) and (vi) above, such restrictions shall be no more restrictive in any material respect than the restrictions and conditions in the Loan DocumentsDocuments or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (viii) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being Refinanced; (b) imposed by customary restrictions and conditions existing on the IndentureEffective Date and any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any disposition permitted hereby assets pending such disposition, sale; provided that such restrictions and conditions apply only to the Subsidiary or assets subject that is or are to be sold and such disposition, sale is permitted hereunder; (d) contained customary provisions in leases or leases, licenses and other agreements that are customary and restrict contracts restricting the assignment thereof; (or sublettinge) thereof and relate restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the assets subject thereto, property securing by such Indebtedness; (ef) any restrictions or conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to AT Finance Holdings, the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or, in the case of Junior Financing, are market terms at the time of issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (so long as such h) restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Encumbrances); (i) restrictions set forth therein are not materially more restrictive than on Schedule 6.07 and any extension, renewal, amendment, modification or replacement thereof, except to the comparable extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in the ordinary course of the Indebtedness being refinanced), or business; and (fk) that are customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of AT Finance Holdings and its Subsidiaries to meet their ongoing obligations.

Negative Pledge. Neither the Borrower nor any Guarantor will directly or indirectly enter Enter into any agreement (other than this Agreement) with any Person agreement, instrument, deed or lease that prohibits or restricts or limits the ability of the Borrower or Guarantors any Loan Party to create, incur, pledge assume or suffer to exist any Lien in favor upon any of Lenders granted pursuant their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the terms of this Agreement upon any real property assets of Obligations or under the Borrower or any GuarantorLoan Documents; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to to: (a) restrictions and conditions (a) imposed by the (A) Law, (B) any Loan Documents, Document and (C) any documentation governing any Permitted Refinancing Indebtedness incurred to Refinance any such Indebtedness referenced in clause (B) above; (b) imposed by customary restrictions and conditions existing on the IndentureClosing Date or to any extension, renewal, amendment, modification or by replacement thereof, except to the agreements governing extent any other unsecured obligations for borrowed money permitted under this Agreementsuch amendment, so long as modification or replacement expands the scope of any such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on restriction or after the latest Facility Termination Date, condition; (c) restrictions and conditions contained in agreements relating to a Disposition permitted by Section 7.05; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any disposition agreement relating to secured Indebtedness permitted hereby pending by this Agreement to the extent such disposition, provided such restrictions and conditions apply restriction applies only to the assets subject to property securing such disposition, Indebtedness; (df) contained in leases any restrictions or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto, (e) conditions set forth in any Refinancing agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary; (g) restrictions or conditions in any Indebtedness (so long as permitted pursuant to Section 7.03 to the extent such restrictions set forth therein or conditions are not materially no more restrictive than the comparable restrictions and conditions in the Loan Documents or, in the case of Subordinated Debt, are market terms at the time of issuance or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries; (h) restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions constituting Liens permitted hereunder); (i) restrictions set forth on Schedule 7.11 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.02 and applicable solely to such joint venture; (k) negative pledges and restrictions on Liens in favor of the any holder of Indebtedness being refinancedpermitted under Section 7.03(f), (g), (i) or (fr), but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness; (l) that are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (m) customary net worth provisions contained in real property leasesleases entered into by Subsidiaries, so long as Holdings has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of its Subsidiaries to meet their ongoing obligation; and (n) any restrictions regarding licensing or sublicensing by the Borrower and the Restricted Subsidiaries of Intellectual Property in the ordinary course of business to the extent not materially interfering with the business of the Borrower or the Restricted Subsidiaries.

Negative Pledge. Neither Holdings nor the Borrower nor any Guarantor will directly or indirectly enter into or suffer to exist, or permit any of the Restricted Subsidiaries to enter into or suffer to exist, any agreement (other than this Agreementthe Loan Documents) with any Person that prohibits or restricts or limits imposes any conditions upon the ability of the Borrower Holdings or Guarantors any Restricted Subsidiary that is or is required to be a Loan Party to create, incur, pledge incur or suffer permit to exist any Lien upon any of its property or assets in favor of Lenders granted pursuant to any Collateral Agent (or any agent or designee of a Collateral Agent) for the terms of this Agreement upon any real property assets benefit of the Borrower or Secured Parties securing any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, Obligations; provided that if the Book Value of all Qualified Real Property Inventory covered by any such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base, the Book Value shall be deemed to be reduced to such aggregate permitted secured debt amount) Sections 6.15(iii), (iv), (vii), (viii), (xix) and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply apply: (a) (x) to restrictions and conditions (a) imposed by applicable law, rule, regulation or order or (y) by any customary or reasonable restrictions and conditions contained in any Loan Document, Leidos Loan Document, any document governing any Swap Obligations, Refinancing Notes, any Refinancing Junior Loan, any Incremental Equivalent Debt, and any Permitted Refinancing in respect of any of the Loan Documents, foregoing; (b) to customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.12 pending such Dispositions; (c) to customary provisions in leases and other contracts, restricting the assignment, subletting or other transfer thereof (including the granting of any Lien); (d) to restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the Indenture, Ordinary Course of Business; [[NYCORP:3664832v12::08/15/2017--08:07 PM]] (e) if such restrictions and conditions were binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary on the agreements governing Closing Date or assets owned by any other unsecured obligations for borrowed money permitted under this AgreementRestricted Subsidiary on the Closing Date), so long as such Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary or assets being acquired; (f) to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, in each case not prohibited by this Agreement, that restrict the transfer of assets of, or ownership interests in the joint venture; (g) to restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided if such restrictions and or conditions apply only to the property or assets securing such Indebtedness or the Persons obligated thereon; (h) to customary restrictions that arise in connection with any Lien permitted by Section 6.01 on any asset or property that is not, and is not required to be, Collateral that relates to the asset or property subject to such dispositionLien; and (i) to any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (da) contained through (h) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only good faith judgment of the Borrower, no more restrictive with respect to the assets subject thereto, (e) set forth in any Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive taken as a whole than the comparable provisions of the Indebtedness being refinanced)those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (f) that are customary net worth provisions contained in real property leasesrefinancing.