Common use of Negative Pledges Clause in Contracts

Negative Pledges. (a) Each of the Borrower and any Restricted Subsidiary shall not enter into or permit to exist any Contractual Obligation that restricts in any way the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents, other than pursuant to any intercreditor agreement contemplated by this Agreement. (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; (iii) other contractual encumbrances existing on the Closing Date; (iv) purchase money obligations for property acquired in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledges. Be party to any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets that are Collateral or are required to be Collateral, whether now owned or hereafter acquired, to secure the Obligations; provided that the following shall not be prohibited: (a) Each specific property encumbered to secure payment of the Borrower and any Restricted Subsidiary shall not enter into particular Debt or permit to exist any Contractual Obligation that restricts in any way the ability of any Credit Party be sold pursuant to grant any Lien on its assets in favor of the Secured Creditors an executed agreement with respect to the Obligations or under the Security Documents, other than pursuant to any intercreditor agreement contemplated by this Agreement.a permitted sale of Assets; (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and the other Credit Documents; (iii) other contractual encumbrances existing on the Closing Date; (iv) purchase money obligations for property acquired agreements entered into in the ordinary course of business and Financing Lease Obligations (provided that impose such restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on are limited to the property so acquiredor assets secured by such Liens or the property, assets or arrangements subject to such leases, licenses or other agreements, as the case may be); (vc) restrictions required by applicable law to be contained in any investment advisory agreement of the Parent or any Subsidiary and other restrictions under applicable law; (d) restrictions contained in any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary in existence effect at the time a Subsidiary becomes a Subsidiary of the Parent, so long as such agreement was not entered into in connection with or in contemplation of such acquisition person becoming a Subsidiary of the Parent; (e) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or at the time it merges or amalgamates with or into the Borrower or similar person; (f) any Restricted Subsidiary or instrument governing Debt assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof)Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the 98 properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property properties or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vig) contracts for in the sale case of assetsany joint venture or special purpose vehicle or other non-wholly-owned Subsidiary of the Parent which is not a Loan Party, including customary restrictions in such Person’s organizational documents or pursuant to any joint venture agreement, stockholders agreements or similar agreement solely to the extent of the equity interests of or property held in the subject joint venture or other entity; (h) restrictions contained in the organizational documents or governing documents with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale any Fund or disposition of all or substantially all of the Capital Stock or assets of such Subsidiarygeneral partner thereof; (viii) Indebtedness 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 materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; (j) agreements in effect on the Restatement Effective Date and set forth on Schedule 6.4; (k) restrictions applicable to deposits constituting Liens otherwise permitted by Section 6.2; or (l) any encumbrance or restriction under documentation governing other Debt of the Parent and any Subsidiaries permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts6.1, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property encumbrances or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence restrictions will not materially impair any Credit Party's (as determined by the Parent in good faith) (1) the Borrower’s ability to make principal and interest payments under hereunder or (2) the Obligations when due; (xiii) provisions limiting the disposition or distribution ability of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only any Loan Party to the provide any Lien upon any of its assets that are the subject of such agreements; (xiv) customary provisions restricting subletting Collateral or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant required to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbe Collateral.

Negative Pledges. (a) Each of the Borrower Company and any Restricted Subsidiary shall not enter into or permit to exist any Contractual Obligation that restricts in any way the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents, other than pursuant to any intercreditor agreement contemplated by this Agreement. (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; (iii) contractual encumbrances or restrictions pursuant to the Second Lien Notes Indenture, and the "Collateral Documents" as defined in the Second Lien Notes Indenture, or in any agreement effecting a refinancing, replacement or substitution thereof and other contractual encumbrances existing on the Closing ClosingSecond Restatement Effective Date; (iv) purchase money obligations for property acquired in the ordinary course of business and Financing CapitalizedFinancing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement or other instrument of a Person acquired by or merged, amalgamated merged or consolidated with or into the Borrower Company or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower Company or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property intellectual property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice;business (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower Company or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower Company or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower Company or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing ClosingSecond Restatement Effective Date pursuant to Section 9.04 hereof; provided that, in the judgment of the BorrowerCompany, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower Company or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower Company or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the BorrowerCompany, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledges. (a) Each of the Borrower and any Restricted Subsidiary shall not enter into or permit to exist any Contractual Obligation that restricts in any way the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors Except with respect to the Obligations or under the Security Documentsprohibitions against other encumbrances on specific property encumbered to secure payment of particular Indebtedness permitted hereunder, other than pursuant to any intercreditor agreement contemplated by this Agreement. (b) The restrictions customary prohibitions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors joint venture agreements with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; (iii) other contractual encumbrances existing on the Closing Date; (iv) purchase money obligations for property acquired in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained , or prohibitions in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to license agreements under which the Borrower or any of its Restricted Subsidiary Subsidiaries is a party the licensee, enter into any agreement prohibiting the creation or assumption of any Lien upon its properties or assets, whether owned on the Closing Date or thereafter acquired, except pursuant to (a) the Credit Documents, (b) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Credit Documents on Collateral (whether owned on the Closing Date or thereafter acquired) securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Collateral to secure the Obligations, (c) any industrial revenue or development bonds, acquisition agreement or operating leases of real property and equipment entered into in the ordinary course of business, (d) restrictions or encumbrances applicable to (i) an entity acquired pursuant to a Permitted Acquisition at the time such entity became a Restricted Subsidiary or (ii) an Unrestricted Subsidiary redesignated as a Restricted Subsidiary at the time such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Pennitted Acquisition or redesignation and applies only to such entity and its subsidiaries or assets, (e) restrictions and conditions imposed by law, (f) restrictions and conditions existing on the Closing Date identified on Schedule 8.16, (g) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (h) restrictions or conditions imposed by any agreement prohibits the encumbrance of solely relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets of the Borrower or securing such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that(i) restrictions in Indebtedness of a Non-Credit Party pennitted by this Agreement, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xivi) customary provisions in leases and other contracts restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; assignments thereof, (xvj) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising Contractual Obligations that arise in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) pennitted under subsection 8.12 or are restrictions on net worth, cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties customers under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions other holders of the type referred to in clauses (i), (ii) Pennitted Liens and (iiik) of Section 9.08(a) restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements amendments or refinancings Refinancings that are otherwise pennitted pursuant to this Agreement of the contracts, instruments or obligations referred to in the preceding clauses (ia) through (xviij) of this Section 9.08(b); provided that so long as such amendmentsmodification, modifications, restatements, renewals, increases, supplements, refundings, replacements amendment or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions Refinancing (taken as a whole than those prior to whole) does not materially expand the scope of such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingContractual Obligation (as reasonably determined by Borrower).

Negative Pledges. (a) Each Not, and not permit any Subsidiary to, enter into any agreement, instrument, deed or lease which prohibits or limits the ability of the Borrower and Company or any Restricted Subsidiary shall not enter into to create, incur, assume or permit suffer to exist any Contractual Obligation that restricts in Lien upon any way of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the ability grant of any Credit Party to grant any Lien on its assets in favor of security for an obligation if security is granted for another obligation, except the Secured Creditors with respect to the Obligations or under the Security Documents, other than pursuant to any intercreditor agreement contemplated by this Agreement. following: (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii1) this Agreement and the other Credit Loan Documents; ; (iii2) other contractual encumbrances existing covenants in documents creating Liens permitted by Section 11.2 prohibiting further Liens on the Closing Date; properties encumbered thereby; (iv3) purchase money obligations for property acquired any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the ordinary course Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of business and Financing Lease Obligations that impose restrictions any Lien securing any Debt or other obligation by virtue of the nature discussed in clause granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (iii) of Section 9.08(a) hereof on the property so acquired; (v4) any prohibition or limitation that (a) exists pursuant to Applicable Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under this Agreement pending the consummation of such sale, (c) restricts subletting or other instrument assignment of any lease governing a Person acquired by leasehold interest of the Company or mergeda Subsidiary, amalgamated or consolidated with or into the Borrower or (d) exists in any Restricted Subsidiary agreement in existence effect at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to becomes a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contractsCompany, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that so long as such agreement was not entered into in anticipation contemplation of an Unrestricted Subsidiary such Person becoming a Restricted Subsidiary Subsidiary, (e) customary restrictions in joint ventures and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale similar agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xivf) customary non-assignment provisions restricting subletting in licenses or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary sublicenses in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (iig) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 9.08(a) is imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses clause (i) through (xvii) of this Section 9.08(b4)(d); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or amendments and refinancings are, in the good faith judgment of the Borrower, are no more materially restrictive in any material respect with respect to such encumbrance prohibitions and other restrictions taken as a whole limitations than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement amendment or refinancing.

Negative Pledges. (a) Each of the Borrower and any Restricted Subsidiary shall not Directly or indirectly enter into or permit to exist assume any Contractual Obligation agreement (other than this Agreement, any of the Senior Note Documents or any documents evidencing any refinancing or renewal of Indebtedness evidenced by such Senior Note Documents permitted hereunder or any new unsecured debt securities issued and/or guaranteed solely by Holdings and/or by the Administrative Borrower otherwise permitted by Section 6.01 and provided that restricts in any way the ability terms of any Credit Party such refinancing of such Senior Note Documents or new issuance of such unsecured debt securities relating to grant the prohibitions of any creation or assumption of any Lien upon Holdings’ or Administrative Borrower’s properties or assets shall be no more restrictive on its assets in favor of Holdings or the Secured Creditors with respect Administrative Borrower or more disadvantageous to the Obligations Administrative Agent, the Collateral Agent and the Lenders than the Indebtedness being refinanced) prohibiting the creation or under the Security Documentsassumption of any Lien upon its properties or assets, other than pursuant whether now owned or hereafter acquired, except for Property subject to any intercreditor agreement contemplated by this Agreementpurchase money security interests, operating leases and capital leases. (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; (iii) other contractual encumbrances existing on the Closing Date; (iv) purchase money obligations for property acquired in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising Except in connection with any Permitted Liens; , directly or indirectly create, incur, assume or suffer to exist any mortgage, deed of trust, pledge, lien, security interest, hypothecation, assignment, deposit arrangement or other preferential arrangement, charge or encumbrance (xviiiincluding without limitation, any conditional sale, or other title retention agreement, or finance lease) of any encumbrances nature, upon or restrictions with respect to any Real Property, Equipment and mineral rights of any of the type referred Companies, now owned or hereafter acquired, or file under the Uniform Commercial Code of any jurisdiction a financing statement which names any Borrower or any of its Subsidiaries as a debtor, or sign any security agreement authorizing any secured party thereunder to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that file such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect financing statement with respect to such encumbrance Real Property, Equipment and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingmineral rights.

Negative Pledges. (a) Each of the Borrower It shall not, and any Restricted Subsidiary it shall not permit any of its Subsidiaries to, enter into any agreement prohibiting the creation or permit to exist any Contractual Obligation that restricts in any way the ability assumption of any Credit Party Lien upon any of its properties or assets, whether now owned or hereafter acquired, except (i) pursuant to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under this Agreement and the Security Documents, other than (ii) pursuant to any intercreditor agreement contemplated by this Agreement. (b) The restrictions document or instrument governing Existing Debt or governing Capital Lease Obligations or purchase money debt incurred pursuant to Section 9.02 if any such restriction contained therein relates only to the asset or assets acquired in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant connection therewith or in connection with any Lien on its assets in favor of the Secured Creditors with respect to the Obligations permitted by Section 9.01 or under the Security Documents that exists under or any Disposition permitted by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; Section 9.04; (iii) other contractual encumbrances existing on the Closing Date; prohibitions or conditions under applicable law, rule or regulation; (iv) purchase money obligations for property acquired in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement or other instrument of to which any Person is a Person acquired by or merged, amalgamated or consolidated with or into party existing on the Borrower or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from date such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to first becomes a Subsidiary of the Borrower pursuant to an or the date such agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens instrument is otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which assumed by the Borrower or any Restricted Subsidiary is a party of its Subsidiaries (so long as such agreement or instrument was not entered into solely in the ordinary course contemplation of business; provided that such agreement prohibits the encumbrance of solely the property or assets Person becoming a Subsidiary of the Borrower or such Restricted Subsidiary that are the subject to assumption and such agreement, the payment rights arising thereunder prohibitions or the proceeds thereof and does conditions do not extend to affect any other asset or property Subsidiary of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property Subsidiaries of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject Person having primary obligation for repayment of such agreements; Indebtedness)); (xivv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; of its Subsidiaries; (xvvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business; ; or (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xviivii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course transfer of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions asset pending the close of the type referred to in clauses (i), (ii) and (iii) sale of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingasset.

Negative Pledges. (a) Each of the Borrower Company and any Restricted Subsidiary shall not enter into or permit to exist any Contractual Obligation that restricts in any way the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents, other than pursuant to any intercreditor agreement contemplated by this Agreement. (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; (iii) contractual encumbrances or restrictions pursuant to the Second Lien Notes Indenture, and the “Collateral Documents” as defined in the Second Lien Notes Indenture, or in any agreement effecting a refinancing, replacement or substitution thereof and other contractual encumbrances existing on the Closing Date; (iv) purchase money obligations for property acquired in the ordinary course of business and Financing Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement or other instrument of a Person acquired by or merged, amalgamated merged or consolidated with or into the Borrower Company or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower Company or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property intellectual property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice;business (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower Company or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower Company or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower Company or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the BorrowerCompany, such incurrence will not materially impair any Credit Party's ’s ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower Company or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower Company or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the BorrowerCompany, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledges. So long as any amount or obligation is outstanding by Borrower to Lender under the Loan Documents, Borrower will not, without the prior written consent of Lender, which consent may be given or withheld by Lender in its sole discretion: (a) Each Except as otherwise provided herein or in the Mortgage, become a party to any transaction whereby the Account and/or the Project or any portion thereof, or all or any substantial part of the properties, assets or undertakings of Borrower (whether legally or beneficially owned by Borrower) would become the property of any other person, whether by way of transfer, sale, conveyance, lease, sale and leaseback, or otherwise except for a sale or conveyance in connection with which the entire Loan will be paid off; (b) Terminate or dissolve; (c) Incur any Debt other than Debt owed to Lender; provided, however, that Borrower may incur unsecured Debt in an amount not greater than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000) to be used for Project expenses. “Debt” means: (i) Indebtedness for borrowed money or for the deferred purchase price of property or services in respect of which Borrower is liable, contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which Borrower is liable, contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which Borrower otherwise assures a creditor against loss; (ii) Obligations under leases which shall have been or should be, in accordance with GAAP, recorded as capital leases, in respect of which obligations Borrower is liable, contingently or otherwise, as obligor, guarantor or otherwise or in respect of which obligations Borrower otherwise assures a creditor against loss; and (iii) Unfunded vested benefits under any plan maintained for employees of Borrower and any Restricted Subsidiary shall not enter into covered by Title IV of ERISA; (d) Effect a Sale; or (e) Create, incur, assume or permit to exist any Contractual Obligation that restricts mortgage, pledge, lien, hypothecation, charge (fixed or floating), security interest, or other encumbrance whatsoever on the Account and/or the Project, except the encumbrances created by and permitted by the Mortgage or as permitted in this Loan Agreement. Notwithstanding any way the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect provision hereof to the Obligations or contrary, as long as Borrower is not in default under the Security DocumentsLoan Agreement or any other Loan Document, other than pursuant to any intercreditor agreement contemplated by this Agreement. (b) The restrictions in Section 9.10(a) Borrower shall not apply to Contractual Obligations restricting have the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; (iii) other contractual encumbrances existing on the Closing Date; (iv) purchase money obligations for property acquired right in the ordinary course of business and Financing Lease Obligations that impose restrictions of to enter into contracts to sell the nature discussed individual Units (the “Sales Contracts”) in clause the Project; provided that: (iiia) of Section 9.08(a) hereof All such Sales Contracts are made on the property so acquiredform approved by Lender; (vb) any agreement or The purchaser’s rights under the Sales Contracts are expressly subordinated to the lien and security interests granted to Lender under this Loan Agreement and the other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquiredLoan Documents; (vic) contracts The Unit is sold for a purchase price which is not less than the minimum sales price approved by Lender for that particular Unit, unless Lender’s prior written approval shall have been obtained by Borrower; (d) Borrower’s interest, as Seller, in and to the Sales Contracts and, to Lender’s reasonable satisfaction, any deposits payable under the Sales Contracts is assigned to Lender as additional security hereunder; and, (e) Borrower otherwise complies with the other provisions of this Loan Agreement with respect to the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04Units. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledges. (a) Each of the Borrower Company and any Restricted Subsidiary shall not enter into or permit to exist any Contractual Obligation that restricts in any way the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents, other than pursuant to any intercreditor agreement contemplated by this Agreement. (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; (iii) contractual encumbrances or restrictions pursuant to the Second Lien Loan Agreement and the “Collateral Documents” as defined in the Second Lien Loan Agreement (or the Second Lien Notes Indenture, if applicable, and the “Collateral Documents” as defined in the Second Lien Notes Indenture), or in any agreement effecting a refinancing, replacement or substitution thereof and other contractual encumbrances existing on the Closing Date; (iv) purchase money obligations for property acquired in the ordinary course of business and Financing Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement or other instrument of a Person acquired by or merged, amalgamated merged or consolidated with or into the Borrower Company or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower Company or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property intellectual property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice;business (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower Company or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower Company or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower Company or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the BorrowerCompany, such incurrence will not materially impair any Credit Party's ’s ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower Company or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower Company or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the BorrowerCompany, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledges. (a) Each of the Borrower and Enter into any Restricted Subsidiary shall not enter into or permit to exist any Contractual Obligation that restricts in any way agreement limiting the ability of any Credit Party Borrower or any Restricted Subsidiary to grant voluntarily create Liens upon any Lien on of its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents, Properties other than pursuant to any intercreditor agreement contemplated by this Agreement. (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (iia) this Agreement and the other Credit Loan Documents; , (iiib) other contractual encumbrances the Senior Secured Note Documents and any refinancings or extensions thereof permitted by Section 8.2.3(x), (c) any such agreement existing on the Closing Date; Restatement Date and identified on Schedule 8.2.17, (iv) purchase money obligations for property acquired in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (vd) any agreement or other instrument pursuant to which any Subordinated Debt is issued as otherwise permitted by this Agreement and approved by Agent in accordance with the definition of Subordinated Debt hereunder, (e) customary restrictions and conditions contained in agreements relating to the sale of a Person acquired Subsidiary (or substantially all the assets thereof) pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (f) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable conditions apply only to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; securing such Indebtedness, (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viiig) customary provisions in joint venture agreements leases and other similar agreements or arrangements relating solely contracts restricting the assignment thereof, (h) provisions purporting to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, restrict assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) Acquisition and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) restrictions contained in agreements governing Indebtedness that do not restrict or condition Agents’ or Lenders’ ability to obtain first-priority perfected Liens on the assets of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingLoan Party.

Negative Pledges. (a) Each of the Borrower and any Restricted Subsidiary It shall not enter into any agreement prohibiting the creation or permit assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except (a) pursuant to exist this Agreement and the Security Documents, (b) pursuant to any Contractual Obligation that restricts document or instrument governing Existing Debt (including the Indenture, together with any other indenture, document or instrument governing the terms of any Indebtedness incurred in connection with a Permitted Refinancing so long as the prohibitions contained therein are not any more restrictive than those in the Indenture), or governing Capitalized Leases or purchase money debt incurred pursuant to SECTION 9.02, or if any such restriction contained therein relates only to the asset or assets acquired in connection therewith or in connection with any Lien permitted by SECTION 9.01, or any Disposition permitted by SECTION 9.04, (c) prohibitions or conditions under Applicable Law, rule or regulation, (d) any agreement or instrument to which any Person is a party existing on the date such Person first becomes a Subsidiary of a Credit Party or the date such agreement or instrument is otherwise assumed by a Credit Party (so long as such agreement or instrument was not entered into solely in contemplation of such Person becoming a Subsidiary of a Credit Party or such assumption and such prohibitions or conditions do not affect any other Subsidiary of the Credit Party (other than Subsidiaries of such Person having primary obligation for repayment of such Indebtedness)), (e) customary provisions restricting subletting, transfer, assignment of any Lease governing any leasehold interest of a Credit Party, and customary provisions in any way the ability Lease of any Credit Party to grant any Lien on its assets in favor restricting the encumbrance of the Secured Creditors with respect to leasehold interest which is the Obligations or subject of such Lease without the prior consent of the landlord under the Security Documentssuch Lease, other than pursuant to any intercreditor agreement contemplated by this Agreement. and (bf) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations customary provisions restricting the ability assignment of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; (iii) other contractual encumbrances existing on the Closing Date; (iv) purchase money obligations for property acquired in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any licensing agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been contract entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is by a party entered into Credit Party in the ordinary course of business; provided that such agreement prohibits or restrictions on the encumbrance transfer of solely any asset pending the property or assets close of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property sale of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingasset.

Negative Pledges. (a) Each of the Borrower It shall not, and any Restricted Subsidiary it shall not permit any of its Subsidiaries to, enter into any agreement prohibiting the creation or permit to exist any Contractual Obligation that restricts in any way the ability assumption of any Credit Party Lien upon any of its properties or assets, whether now owned or hereafter acquired, except (i) pursuant to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under this Agreement and the Security Documents, other than (ii) pursuant to any intercreditor agreement contemplated by this Agreement. document or instrument governing Existing Debt (band any Permitted Refinancing thereof) The restrictions or governing Capital Lease Obligations or purchase money debt incurred pursuant to Section 9.02 if any such restriction contained therein relates only to the asset or assets acquired in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant connection therewith or in connection with any Lien on its assets in favor of the Secured Creditors with respect to the Obligations permitted by Section 9.01 or under the Security Documents that exists under or any Disposition permitted by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; Section 9.04; (iii) other contractual encumbrances existing on pursuant to the Closing Date; Existing Credit Agreement, the Permitted Loan Trading Platform Facility, the Permitted Warehouse Facility, the Viner Debentures (as defined in the Asset Purchase Agreement) and the C Israel Indebtedness (as defined in the Asset Purchase Agreement) as and to the extent consistent with the definitions of those instruments; (iv) purchase money obligations for property acquired in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; prohibitions or conditions under applicable law, rule or regulation; (v) any agreement or other instrument of to which any Person is a Person acquired by or merged, amalgamated or consolidated with or into party existing on the Borrower or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from date such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to first becomes a Subsidiary of the Borrower pursuant to an or the date such agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens instrument is otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which assumed by the Borrower or any Restricted Subsidiary is a party of its Subsidiaries (so long as such agreement or instrument was not entered into solely in the ordinary course contemplation of business; provided that such agreement prohibits the encumbrance of solely the property or assets Person becoming a Subsidiary of the Borrower or such Restricted Subsidiary that are the subject to assumption and such agreement, the payment rights arising thereunder prohibitions or the proceeds thereof and does conditions do not extend to affect any other asset or property Subsidiary of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property Subsidiaries of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject Person having primary obligation for repayment of such agreements; Indebtedness)); (xivvi) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; of its Subsidiaries; (xvvii) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business; ; or (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xviiviii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course transfer of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions asset pending the close of the type referred to in clauses (i), (ii) and (iii) sale of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingasset.

Negative Pledges. (a) Each The Borrower agrees that neither the Borrower nor any other members of the Borrower and any Restricted Subsidiary Consolidated Group shall not enter into or permit be subject to exist any Contractual Obligation that restricts in any way the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents, agreement governing Indebtedness which contains a Negative Pledge other than pursuant to any intercreditor agreement contemplated by this Agreement. (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements restrictions on further subordinate Liens on Projects encumbered by a mortgage, deed to secure debt or deed of Law; (ii) this Agreement and the other Credit Documents; (iii) other contractual encumbrances existing trust securing such Indebtedness, or on the Closing Date; (iv) purchase money obligations for property acquired direct or indirect ownership interests in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time owners of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i)encumbered Projects, (ii) covenants in any Unsecured Indebtedness requiring (A) that the Consolidated Group maintain a pool of unencumbered properties of a size determined by reference to the total amount of Unsecured Indebtedness of the Consolidated Group on substantially similar terms to those provisions contained herein regarding the Unencumbered Pool (including without limitation clauses (e) and (f) of Section 6.17 above) or (B) that the Consolidated Group not incur Secured Indebtedness which is also Recourse Indebtedness in excess of the maximum percentage of Total Asset Value contained in clause (c) of Section 6.17 above, but that do not generally prohibit the encumbrance of the Borrower’s or the Consolidated Group’s assets, or the encumbrance of any specific assets, (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, Negative Pledge contained in the good faith judgment Revolving Loan Documents, or (iv) any provision of any Other Pari Passu Debt Document that either (x) conditions a Person’s ability to encumber its assets upon the Borrower, no maintenance of one or more restrictive in specified ratios or financial tests (including any material respect with respect to financial ratio such encumbrance and other restrictions taken as a whole than those prior maximum ratio of unsecured debt to unencumbered assets) that limit such amendmentPerson’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, modificationor the encumbrance of specific assets or (y) requires the grant of an equal and ratable Lien to secure Unsecured Indebtedness, restatement, renewal, increase, supplement, refunding, replacement or refinancingif a Lien is granted to secure any other Unsecured Indebtedness of such Person.

Negative Pledges. (a) Each of the Borrower and any Restricted Subsidiary shall not Directly or indirectly enter into or permit to exist assume any Contractual Obligation agreement (other than this Agreement, any of the Senior Note Documents or any documents evidencing any refinancing or renewal of Indebtedness evidenced by such Senior Note Documents permitted hereunder or any new unsecured debt securities issued and/or guaranteed solely by Holdings and/or by the Administrative Borrower otherwise permitted by Section 6.01 and provided that restricts in any way the ability terms of any Credit Party such refinancing of such Senior Note Documents or new issuance of such unsecured debt securities relating to grant the prohibitions of any creation or assumption of any Lien upon Holdings’ or Administrative Borrower’s properties or assets shall be no more restrictive on its assets in favor of Holdings or the Secured Creditors with respect Administrative Borrower or more disadvantageous to the Obligations Administrative Agent, the Collateral Agent and the Lenders than the Indebtedness being refinanced) prohibiting the creation or under the Security Documentsassumption of any Lien upon its properties or assets, other than pursuant whether now owned or hereafter acquired, except for Property subject to any intercreditor agreement contemplated by this Agreementpurchase money security interests, operating leases and capital leases. (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; (iii) other contractual encumbrances existing on the Closing Date; (iv) purchase money obligations for property acquired in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising Except in connection with any Permitted Liens; , directly or indirectly create, incur, assume or suffer to exist any mortgage, deed of trust, pledge, lien, security interest, hypothecation, assignment, deposit arrangement or other preferential arrangement, charge or encumbrance (xviiiincluding without limitation, any conditional sale, or other title retention agreement, or finance lease) of any encumbrances nature, upon or restrictions with respect to any Real Property, Equipment and mineral rights of any of the type referred Companies, now owned or hereafter acquired, or file under the Uniform Commercial Code of any jurisdiction a financing statement which names any Borrower or any of its Subsidiaries as a debtor, or sign any security agreement authorizing any secured party thereunder to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that file such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect financing statement with respect to such encumbrance Real Property, Equipment and mineral rights. (c) Notwithstanding any provision of this Section 6.16 to the contrary, clauses (a) and (b) above shall not apply to any assets (other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingEquity Interests) of any Insurance Subsidiary.

Negative Pledges. (a) Each The Borrower agrees that neither the Borrower nor any other members of the Borrower and any Restricted Subsidiary Consolidated Group shall not enter into or permit be subject to exist any Contractual Obligation that restricts in any way the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents, agreement governing Indebtedness which contains a Negative Pledge other than pursuant to any intercreditor agreement contemplated by this Agreement. (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements restrictions on further subordinate Liens on Projects encumbered by a mortgage, deed to secure debt or deed of Law; (ii) this Agreement and the other Credit Documents; (iii) other contractual encumbrances existing trust securing such Indebtedness, or on the Closing Date; (iv) purchase money obligations for property acquired direct or indirect ownership interests in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time owners of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i)encumbered Projects, (ii) covenants in any Unsecured Indebtedness requiring (A) that the Consolidated Group maintain a pool of unencumbered properties of a size determined by reference to the total amount of Unsecured Indebtedness of the Consolidated Group on substantially similar terms to those provisions contained herein regarding the Unencumbered Pool (including without limitation clauses (e) and (f) of Section 6.17 above) or (B) that the Consolidated Group not incur Secured Indebtedness which is also Recourse Indebtedness in excess of the maximum percentage of Total Asset Value contained in clause (c) of Section 6.17 above, but that do not generally prohibit the encumbrance of the Borrower’s or the Consolidated Group’s assets, or the encumbrance of any specific assets or, (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, Negative Pledge contained in the good faith judgment Term Loan AgreementDocuments, or (iv) any provision of any Other Pari Passu Debt Document that either (x) conditions a Person’s ability to encumber its assets upon the Borrower, no maintenance of one or more restrictive in specified ratios or financial tests (including any material respect with respect to financial ratio such encumbrance and other restrictions taken as a whole than those prior maximum ratio of unsecured debt to unencumbered assets) that limit such amendmentPerson’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, modificationor the encumbrance of specific assets or (y) requires the grant of an equal and ratable Lien to secure Unsecured Indebtedness, restatement, renewal, increase, supplement, refunding, replacement or refinancingif a Lien is granted to secure any other Unsecured Indebtedness of such Person.

Negative Pledges. Other than as provided in the ▇▇▇▇▇ ▇▇▇ Loan Documents, enter into any agreement (a) Each of the Borrower and granting a Lien upon, or collaterally assigning any Restricted Subsidiary shall not enter into rights under, any lease or permit to exist any Contractual Obligation that restricts in any way the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors license agreements with respect to (i) any Facility or (ii) the Obligations Equity Interests of any Loan Party, or under the Security Documents, other than pursuant to any intercreditor agreement contemplated by this Agreement. (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting prohibiting the ability creation or assumption of any Credit Party Lien upon any of its properties or assets, whether now owned or hereafter acquired, to grant any Lien on its assets in favor of secure the Secured Creditors Obligations, except with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Loan Documents; , (iiiii) other contractual encumbrances existing on the Closing Date; (iv) purchase money obligations for specific assets or property acquired in the ordinary course encumbered to secure payment of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any particular Indebtedness or to be sold pursuant to an executed agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary Permitted Asset Sale, (iii) restrictions by reason of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions restricting assignments, subletting or other transfers contained in joint venture agreements leases, licenses and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits restrictions are limited to the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or secured by such Restricted Subsidiary Liens or the assets or property of another Restricted Subsidiary; subject to such leases, licenses or similar agreements, as the case may be), (xiiv) restrictions and conditions imposed by any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or governing Indebtedness entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to after the Closing Date pursuant to and permitted by Section 9.04 hereof; provided that6.01 which Indebtedness is secured by a Permitted Lien, in the judgment of the Borrower, but only if such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements restrictions and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable conditions apply only to the Person or Persons obligated under such Indebtedness and, if applicable, the property or assets that are securing such Indebtedness and (v) Liens imposed by a Governmental Authority under applicable Laws related to the subject of such agreements;Core Business. (xive) customary provisions restricting subletting or assignment of any lease governing any leasehold interest Section 6.06 (Investments) of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed Credit Agreement is hereby amended and modified by (i) customers, lenders or suppliers or deleting the “and” after clause (iio) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i)such Section, (ii) deleting the “.” at the end of clause (p) of such Section and in place thereof inserting “; and” and (iii) adding the following clause (q) to the end of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.Section:

Negative Pledges. (a) Each of Agree with any Person other than the Borrower and any Restricted Subsidiary shall Agent not enter into or permit to exist any Contractual Obligation that restricts in any way the ability of any Credit Party to grant a security interest in or otherwise encumber, any of its property, or covenant to any other Person that Borrower or any Subsidiary Guarantor in the future will refrain from creating, incurring, assuming or allowing any Lien on its assets in favor of the Secured Creditors with respect to the Obligations any of Borrower’s or such Subsidiary Guarantor’s property (including under the Security Documents, other than pursuant to any intercreditor agreement contemplated by this Agreement. (b) The restrictions specified conditions set forth in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; (iii) other contractual encumbrances existing on the Closing Date; (iv) purchase money obligations for property acquired in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof6.21), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into except (i) as set forth in the ordinary course of business documents implementing any Permitted Additional Indebtedness, (ii) customary restrictions on assignment in leases, license, contracts and other agreements, (iii) any agreement evidencing Indebtedness secured by Liens permitted by Section 6.9, as to the assets securing such Indebtedness, (iv) any agreement evidencing an asset sale or consistent with past practice; other disposition permitted by this Agreement, as to the assets being sold or disposed of, (xv) restrictions or conditions contained in the documents governing the 2020 Senior Notes and the documents governing any tradingrefinancing, nettingrenewal, operatingextension or amendment thereof permitted by Section 6.10(a) (provided such restrictions in any documents governing any refinancing, constructionrenewal, service, supply, purchase, sale extension or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that amendment thereof permitted by Section 6.10(a) are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreementsmore restrictive, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (xviii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole and as determined in good faith and certified on behalf of Borrower by a Responsible Official, than those prior in the Indebtedness being refinanced), (vi) intellectual property licenses, (vii) Communications Licenses and other government licenses, authorizations, approvals, orders, consents and permits, (viii) customary provisions with respect to the creation or assumption of any such amendmentLiens in joint venture agreements to the extent such Joint Ventures are permitted hereunder and (ix) as set forth in the documents governing any Permitted ECA Financings so long as such restrictions relate only to ECA Borrowers, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingECA Guarantors and ECA Assets.

Negative Pledges. (a) Each of the Borrower and any Restricted Subsidiary shall not Directly or indirectly enter into or permit to exist assume any Contractual Obligation agreement (other than this Agreement, any of the Senior Note Documents or any documents evidencing any refinancing or renewal of Indebtedness evidenced by such Senior Note Documents permitted hereunder or any new unsecured debt securities issued and/or guaranteed solely by Holdings and/or by the Administrative Borrower otherwise permitted by Section 6.01 and provided that restricts in any way the ability terms of any Credit Party such refinancing of such Senior Note Documents or new issuance of such unsecured debt securities relating to grant the prohibitions of any creation or assumption of any Lien upon Holdings' or Administrative Borrower's properties or assets shall be no more restrictive on its assets in favor of Holdings or the Secured Creditors with respect Administrative Borrower or more disadvantageous to the Obligations Administrative Agent, the Collateral Agent and the Lenders than the Indebtedness being refinanced) prohibiting the creation or under the Security Documentsassumption of any Lien upon its properties or assets, other than pursuant whether now owned or hereafter acquired, except for Property subject to any intercreditor agreement contemplated by this Agreementpurchase money security interests, operating leases and capital leases. (b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of: (i) applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; (iii) other contractual encumbrances existing on the Closing Date; (iv) purchase money obligations for property acquired in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business or consistent with past practice; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising Except in connection with any Permitted Liens; , directly or indirectly create, incur, assume or suffer to exist any mortgage, deed of trust, pledge, lien, security interest, hypothecation, assignment, deposit arrangement or other preferential arrangement, charge or encumbrance (xviiiincluding without limitation, any conditional sale, or other title retention agreement, or finance lease) of any encumbrances nature, upon or restrictions with respect to any Real Property, Equipment and mineral rights of any of the type referred Companies, now owned or hereafter acquired, or sign or file under the Uniform Commercial Code of any jurisdiction a financing statement which names any Borrower or any of its Subsidiaries as a debtor, or sign any security agreement authorizing any secured party thereunder to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that file such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect financing statement with respect to such encumbrance Real Property, Equipment and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingmineral rights.