Common use of Additional Negative Pledges Clause in Contracts

Additional Negative Pledges. None of the Group Companies will enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for an obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Senior Finance Documents, the Subordinated Debentures Indenture and any Debt consisting of Refinancing Debt issued to refinance all or any portion of the foregoing, (ii) pursuant to any document or instrument governing Capital Lease Obligations or Purchase Money Debt incurred pursuant to Section 7.01 if any such restriction contained therein relates only to the assets or assets acquired in connection therewith, (iii) pursuant to any Derivatives Agreement entered into pursuant to Section 7.01(vi), (iv) pursuant to any document or instrument governing Debt incurred by Foreign Subsidiaries and permitted by Section 7.01, (v) pursuant to any documents or agreements creating any Lien referred to in Section 7.02(xvii) if such restriction contained therein relates only to the incurred premiums, dividends, rebates and other rights permitted to be subject to such Lien in accordance with Section 7.02(xvii), (vi) any documents or agreements creating any Lien referred to in Section 7.02(vi) if such restriction contained therein relates only to the property of assets subject to the surety bond or similar obligation permitted to be secured thereby pursuant to Section 7.02(vi), (vii) pursuant to an agreement which has been entered into by the Borrower or any of its Subsidiaries for the sale or disposition of any assets of the Borrower or such Subsidiary or of any Subsidiary of the Borrower if such restriction contained therein relates only to the Subsidiary or its assets which is the subject of the sale provided for therein, and (viii) pursuant to a joint venture or other similar agreement entered into in the ordinary course of business in connection with Permitted Joint Ventures so long as any such restriction contained therein relates only to the assets of, or the interest of the Borrower and its Subsidiaries in, such Permitted Joint Venture.

Additional Negative Pledges. None US Company shall not, and shall not permit any of the Group Companies will enter intoits Subsidiaries to, assume directly or indirectly, create or otherwise cause or suffer to exist or become subject effective, (i) any prohibition or restriction (including any agreement to provide equal and ratable security to any agreement prohibiting other Person in the event a Lien is granted to or otherwise restricting for the benefit of Collateral Agent and the Secured Creditors) on the creation or assumption existence of any Lien upon the assets of US Company or its properties Subsidiaries to secure the Obligations (other than under the documents governing any Purchase Money Liens and Leases so long as such restrictions are limited to the property subject thereto) or assets, whether now owned or hereafter acquired, or requiring the grant of any security for an obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Senior Finance Documents, the Subordinated Debentures Indenture and any Debt consisting of Refinancing Debt issued to refinance all or any portion of the foregoing, (ii) pursuant any contractual obligation which may restrict or inhibit Administrative Agent’s or Collateral Agent’s rights or ability to sell or otherwise dispose of the Collateral or any document or instrument governing Capital Lease Obligations or Purchase Money Debt incurred pursuant to Section 7.01 if any such restriction contained therein relates only to part thereof after the assets or assets acquired in connection therewithoccurrence of an Event of Default, other than (A) by reason of Applicable Law, (iiiB) pursuant to customary provisions restricting subletting or assignment of any Derivatives Agreement entered into pursuant to Section 7.01(vi)lease governing any leasehold interest of US Company or any of its Subsidiaries, (ivC) pursuant to customary provisions restricting assignment of any document or instrument governing Debt incurred by Foreign Subsidiaries and permitted by Section 7.01, licensing agreement (v) pursuant to any documents or agreements creating any Lien referred to in Section 7.02(xvii) if such restriction contained therein relates only to the incurred premiums, dividends, rebates and other rights permitted to be subject to such Lien in accordance with Section 7.02(xvii), (vi) any documents or agreements creating any Lien referred to in Section 7.02(vi) if such restriction contained therein relates only to the property of assets subject to the surety bond or similar obligation permitted to be secured thereby pursuant to Section 7.02(vi), (vii) pursuant to an agreement which has been entered into by the Borrower US Company or any of its Subsidiaries for the sale or disposition of any assets of the Borrower or such Subsidiary or of any Subsidiary of the Borrower if such restriction contained therein relates only to the Subsidiary or its assets which is the subject of the sale provided for therein, and (viiilicensee) pursuant to a joint venture or other similar agreement contract entered into by US Company or any of its Subsidiaries in the ordinary course of business business, (D) restrictions on the transfer of any asset pending the close of the sale of such asset and (E) pursuant to the Senior Note Documents as in connection with effect on the Effective Date (and in the case of any Permitted Joint Ventures Senior Notes Refinancing, as in effect on the date of such Permitted Senior Notes Refinancing, provided that such terms are no more restrictive than those in the Senior Notes Documents as in effect on the Effective Date) and pursuant to the Permitted Additional Financing Documents (so long as any such restriction contained therein relates only terms are no more restrictive than those in the Senior Notes Documents as in effect on the Effective Date) and pursuant to the assets of, or documents governing any Purchase Money Liens and Leases (so long as such restrictions are limited to the interest of the Borrower and its Subsidiaries in, such Permitted Joint Ventureproperty subject thereto).

Additional Negative Pledges. None of the Group Companies will enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for an obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Senior Finance Loan Documents, the Subordinated Debentures Indenture and any Debt consisting of Refinancing Debt issued to refinance all or any portion of the foregoing, (ii) pursuant to any document or instrument governing Capital Lease Obligations or Purchase Money Debt Indebtedness incurred pursuant to Section 7.01 SECTION 7.01(iii) if any such restriction contained therein relates only to the assets asset or assets acquired in connection therewith, (iii) pursuant to any Derivatives Agreement entered into pursuant document or instrument solely applicable to Section 7.01(vi)a Project Subsidiary governing Project Non-Recourse Debt, (iv) pursuant to any document or instrument governing Debt incurred by Foreign Subsidiaries and permitted by Section 7.01, (v) pursuant to any documents or agreements creating any Lien referred to in Section 7.02(xvii) if such restriction contained therein relates only to the incurred premiums, dividends, rebates and other rights permitted to be subject to such Lien in accordance with Section 7.02(xvii), (vi) any documents or agreements creating any Lien referred to in Section 7.02(vi) if such restriction contained therein relates only to the property of assets subject to the surety bond or similar obligation permitted to be secured thereby pursuant to Section 7.02(vi), (vii) pursuant to an agreement which has been entered into by the Borrower Company or any of its Subsidiaries for the sale or disposition of any assets of the Borrower Company or such Subsidiary or of any Subsidiary of the Borrower Company if such restriction contained therein relates only to the Subsidiary or its assets which is the subject of the sale provided for therein, and (viiiv) pursuant to a joint venture or other similar agreement entered into in the ordinary course of business in connection with Permitted Joint Ventures so long as any such restriction contained therein relates only to the assets of, or the interest of the Borrower Company and its Subsidiaries in, such Permitted Joint Venture, (vi) customary provisions restricting the assignment of rights under contracts entered into in the ordinary course of business, consistent with past practice and pertinent to excluded contracts and excluded equipment, (vii) customary restrictions on cash or other deposits or net worth imposed by customers or contracts entered into in the ordinary course and (viii) any restrictions governing Existing Indebtedness and Permitted Refinancings.

Additional Negative Pledges. None Neither the Borrower nor any of the Group Companies its Restricted Subsidiaries (other than Foreign Subsidiaries that are Restricted Subsidiaries) will enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien in favor of the Collateral Agent upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for an obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Senior Finance Documents, the Subordinated Debentures Indenture including in connection with any Incremental Term Loan Commitments, Incremental Term Loans, Incremental Revolving Commitments, Incremental Revolving Loans, Other Term Commitments, Other Term Loans, Other Revolving Commitments, Other Revolving Loans, Extended Term Loans, Extended Revolving Commitments and any Debt consisting of Refinancing Debt issued to refinance all or any portion of the foregoingAdditional Notes, (ii) pursuant to the Senior Note Documents and Permitted Refinancings thereof, (iii) pursuant to any Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or Permitted Unsecured Refinancing Debt and, in each case, Permitted Refinancings thereof; (iv) pursuant to any document or instrument governing Capital Lease Obligations or Purchase Money Debt Indebtedness incurred pursuant to Section 7.01 7.01(i), if any such restriction contained therein relates only to the assets asset or assets (including, for the avoidance of doubt, Equity Interests) acquired in connection therewith, (iii) pursuant to any Derivatives Agreement entered into pursuant to Section 7.01(vi), (iv) pursuant to any document or instrument governing Debt incurred by Foreign Subsidiaries and permitted by Section 7.01, ; (v) pursuant to any documents or agreements creating any Lien referred to in Section 7.02(xvii) if such restriction contained therein relates only to the incurred premiums, dividends, rebates and other rights permitted to be subject to such Lien in accordance with Section 7.02(xvii), applicable law; (vi) any documents or agreements creating any Lien referred to in Section 7.02(vi) if such restriction contained therein relates only to the property restrictions by reason of assets subject to the surety bond or similar obligation permitted to be secured thereby pursuant to Section 7.02(vi)customary provisions restricting assignments, (vii) pursuant to an agreement which has been entered into by the Borrower or any of its Subsidiaries for the sale or disposition of any assets of the Borrower or such Subsidiary or of any Subsidiary of the Borrower if such restriction contained therein relates only to the Subsidiary or its assets which is the subject of the sale provided for therein, and (viii) pursuant to a joint venture subletting or other similar agreement transfers contained in leases, licenses and other agreements or contracts entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets subject to such leases, licenses, or agreements or contracts, as the case may be); (vii) any prohibition or limitation that consists of customary restrictions and conditions contained in connection with Permitted Joint Ventures any agreement relating to the sale of any property permitted under this Agreement; (viii) restrictions that (x) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and (y) any renewal or extension of a restriction permitted by clause (viii)(x) or any agreement evidencing such restriction contained therein relates only so long as such renewal or extension does not expand the scope of such restrictions, (ix) restrictions relating to Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 7.01, (x) restrictions that are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.06; and (xi) restrictions existing on the assets of, Closing Date and listed on Schedule 7.12 and any renewal or extension thereof or of any agreement evidencing such restrictions so long as such renewal or extension does not expand the interest scope of the Borrower and its Subsidiaries in, such Permitted Joint Venturerestrictions.

Additional Negative Pledges. None Create or otherwise cause or suffer to exist or become effective, or permit any of the Group Companies will enter into, assume Restricted Subsidiaries to create or otherwise cause or suffer to exist or become subject effective, directly or indirectly: (a) any prohibition or restriction (including any agreement to provide equal and ratable security to any agreement prohibiting other Person in the event a Lien is granted to or otherwise restricting for the benefit of the Agent and the Lenders) on the creation or assumption existence of any Lien upon the assets of any Credit Party or any of its properties Restricted Subsidiaries, other than Permitted Liens, except (i) this Credit Agreement and the other Credit Documents, (ii) covenants in documents creating Permitted Liens (none of which shall include consensual (non statutory) Liens on the Florida Real Property Assets, other than Permitted Liens not securing Indebtedness and Liens securing the Obligations), but only to the extent of the property encumbered by such Permitted Lien, and (iii) any other agreement that does not restrict in any manner (directly or assets, indirectly) Liens created pursuant to the Credit Documents on property or assets of Partners or any of its Restricted Subsidiaries (whether now owned or hereafter acquired, or requiring ) securing the grant of any security for an obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Senior Finance Documents, the Subordinated Debentures Indenture and any Debt consisting of Refinancing Debt issued to refinance all Loans or any portion Lender Hedging Agreement; or (b) any Contractual Obligation which may restrict or inhibit the Agent’s rights or ability to sell or otherwise dispose of the foregoingCollateral or any part thereof after the occurrence of an Event of Default, (ii) pursuant to any document or instrument governing Capital Lease other than Contractual Obligations or Purchase Money Debt incurred pursuant to Section 7.01 if any such restriction contained therein relates only to arising under the assets or assets acquired in connection therewith, (iii) pursuant to any Derivatives Agreement organizational documents of Joint Ventures entered into pursuant through a Permitted JV Investment that restrict or inhibit the Agent’s rights or ability to Section 7.01(vi), (iv) pursuant to any document sell or instrument governing Debt incurred by Foreign Subsidiaries and permitted by Section 7.01, (v) pursuant to any documents or agreements creating any Lien referred to in Section 7.02(xvii) if such restriction contained therein relates only to the incurred premiums, dividends, rebates and other rights permitted to be subject to such Lien in accordance with Section 7.02(xvii), (vi) any documents or agreements creating any Lien referred to in Section 7.02(vi) if such restriction contained therein relates only to the property of assets subject to the surety bond or similar obligation permitted to be secured thereby pursuant to Section 7.02(vi), (vii) pursuant to an agreement which has been entered into by the Borrower or any of its Subsidiaries for the sale or disposition of any assets otherwise dispose of the Borrower or Capital Stock of such Subsidiary or of any Subsidiary of the Borrower if such restriction contained therein relates only to the Subsidiary or its assets which is the subject of the sale provided for therein, and (viii) pursuant to a joint venture or other similar agreement entered into in the ordinary course of business in connection with Permitted Joint Ventures Venture so long as any such restriction contained therein relates only to Contractual Obligations do not prohibit or restrict the assets ofgranting of a Lien in favor of the Agent, for the benefit of the Lenders and their Affiliates, on the Capital Stock of the Bostco Joint Venture or Frontera or the interest of the Borrower and its Subsidiaries in, such Permitted Joint Ventureproceeds thereof.

Additional Negative Pledges. None of the Group Companies (other than Foreign Subsidiaries and non-wholly-owned Subsidiaries) will enter into, assume or become subject to any effective agreement prohibiting or otherwise restricting the creation or assumption of any Lien in favor of the Collateral Agent upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for an obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Senior Finance Loan Documents, the Subordinated Debentures Indenture and any Debt consisting of Refinancing Debt issued to refinance all or any portion of the foregoing, ; (ii) pursuant to any document or instrument governing Capital Lease Obligations or Purchase Money Debt Indebtedness incurred pursuant to Section 7.01 if any such restriction contained therein relates only to the assets asset or assets acquired in connection therewith, therewith or assets which are cross-collateralized; (iii) pursuant to applicable law; (iv) any Derivatives Agreement entered into pursuant to Section 7.01(viIndebtedness permitted by Xxxxxxx 0.00(x), (ivxx), (xxx), (xx), (x), (xx), (xxxx) pursuant to any document or instrument governing Debt incurred by Foreign Subsidiaries and permitted by Section 7.01, (xx); (v) pursuant to any documents restrictions by reason of customary provisions restricting assignments, subletting or agreements creating any Lien referred to other transfers contained in Section 7.02(xvii) if such restriction contained therein relates only to the incurred premiumsleases, dividends, rebates licenses and other rights permitted to be subject to such Lien in accordance with Section 7.02(xvii), (vi) any documents or similar agreements creating any Lien referred to in Section 7.02(vi) if such restriction contained therein relates only to the property of assets subject to the surety bond or similar obligation permitted to be secured thereby pursuant to Section 7.02(vi), (vii) pursuant to an agreement which has been entered into by the Borrower or any of its Subsidiaries for the sale or disposition of any assets of the Borrower or such Subsidiary or of any Subsidiary of the Borrower if such restriction contained therein relates only to the Subsidiary or its assets which is the subject of the sale provided for therein, and (viii) pursuant to a joint venture or other similar agreement entered into in the ordinary course of business in connection with Permitted Joint Ventures so long as any (provided that such restriction contained therein relates only restrictions are limited to the property or assets ofsecured by such Liens or the property or assets subject to such leases, licenses, or similar agreements, as the interest case may be); (vi) any prohibition or limitation that consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under this Agreement; (vii) documents, agreements or constituent documents governing Joint Ventures; (viii) any agreement in effect at the time a Subsidiary becomes a Subsidiary of Holdings, Borrower or any of its Subsidiaries, (ix) any agreement governing the escrow of funds to defease the Existing Notes; (x) agreements relating to Liens incurred under Section 7.02(i), (viii), (ix), (xvii), (xviii), (xix) and its Subsidiaries in, such Permitted Joint Venture(xx); (xi) Liens incurred under Section 7.02 (xxxi) to the extent not otherwise constituting Collateral; (xii) agreements permitted under Section 7.13 and (xiii) pursuant to the First Lien Credit Agreement and the other First Lien Loan Documents.

Additional Negative Pledges. None of the Group Companies will enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for an obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Senior Finance Loan Documents, the Subordinated Debentures Indenture and any Debt consisting of Refinancing Debt issued to refinance all or any portion of the foregoing, (ii) pursuant to any document or instrument governing Capital Lease Obligations or Purchase Money Debt Indebtedness incurred pursuant to Section 7.01 SECTION 7.01(III) if any such restriction contained therein relates only to the assets asset or assets acquired in connection therewith, (iii) pursuant to any Derivatives Agreement entered into pursuant document or instrument solely applicable to Section 7.01(vi)a Project Subsidiary governing Project Non-Recourse Debt, (iv) pursuant to any document or instrument governing Debt incurred by Foreign Subsidiaries and permitted by Section 7.01, (v) pursuant to any documents or agreements creating any Lien referred to in Section 7.02(xvii) if such restriction contained therein relates only to the incurred premiums, dividends, rebates and other rights permitted to be subject to such Lien in accordance with Section 7.02(xvii), (vi) any documents or agreements creating any Lien referred to in Section 7.02(vi) if such restriction contained therein relates only to the property of assets subject to the surety bond or similar obligation permitted to be secured thereby pursuant to Section 7.02(vi), (vii) pursuant to an agreement which has been entered into by the Borrower Company or any of its Subsidiaries for the sale or disposition of any assets of the Borrower Company or such Subsidiary or of any Subsidiary of the Borrower Company if such restriction contained therein relates only to the Subsidiary or its assets which is the subject of the sale provided for therein, and (viiiv) pursuant to a joint venture or other similar agreement entered into in the ordinary course of business in connection with Permitted Joint Ventures so long as any such restriction contained therein relates only to the assets of, or the interest of the Borrower Company and its Subsidiaries in, such Permitted Joint Venture, (vi) customary provisions restricting the assignment of rights under contracts entered into in the ordinary course of business, consistent with past practice and pertinent to excluded contracts and excluded equipment, (vii) customary restrictions on cash or other deposits or net worth imposed by customers or contracts entered into in the ordinary course and (viii) any restrictions governing Existing Indebtedness and Permitted Refinancings.

Additional Negative Pledges. None of the Group Companies will enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for an obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Senior Finance Subordinated Debenture Documents, the Subordinated Debentures Indenture Senior Debt and any Debt consisting of Refinancing Debt issued to refinance all or any portion of the foregoing, (ii) pursuant to any document or instrument governing Capital Lease Obligations or Purchase Money Debt incurred pursuant to Section 7.01 if any such restriction contained therein relates only to the assets or assets acquired in connection therewith, (iii) pursuant to any Derivatives Agreement entered into pursuant to Section 7.01(vi), (iv) pursuant to any document or instrument governing Debt incurred by Foreign Subsidiaries and permitted by Section 7.01, (v) pursuant to any documents or agreements creating any Lien referred to in Section 7.02(xvii) if such restriction contained therein relates only to the incurred premiums, dividends, rebates and other rights permitted to be subject to such Lien in accordance with Section 7.02(xvii), (vi) any documents or agreements creating any Lien referred to in Section 7.02(vi) if such restriction contained therein relates only to the property of assets subject to the surety bond or similar obligation permitted to be secured thereby pursuant to Section 7.02(vi), (vii) pursuant to an agreement which has been entered into by the Borrower or any of its Subsidiaries for the sale or disposition of any assets of the Borrower or such Subsidiary or of any Subsidiary of the Borrower if such restriction contained therein relates only to the Subsidiary or its assets which is the subject of the sale provided for therein, and (viii) pursuant to a joint venture or other similar agreement entered into in the ordinary course of business in connection with Permitted Joint Ventures so long as any such restriction contained therein relates only to the assets of, or the interest of the Borrower and its Subsidiaries in, such Permitted Joint Venture.

Additional Negative Pledges. None of the Group Companies will enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for an obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Senior Finance Documents, the Senior Subordinated Debentures Note Indenture and any Debt consisting of Refinancing Debt issued to refinance all or any portion of the foregoing, (ii) pursuant to any document or instrument governing Capital Lease Obligations or Purchase Money Debt incurred pursuant to Section 7.01 if any such restriction contained therein relates only to the assets asset or assets acquired in connection therewith, (iii) pursuant to the iStar Sale/Leaseback Documents, (iv) pursuant to any document on instrument governing Debt incurred pursuant to Section 7.01(xiv) if any such restriction contained therein relates only to the assets of the Foreign Subsidiary of the Borrower party thereto, (v) pursuant to any document on instrument governing Debt incurred pursuant to Section 7.01(xiii) and any Debt consisting of Refinancing Debt issued to refinance all or any portion of the foregoing, (vi) pursuant to any Derivatives Agreement entered into pursuant to Section 7.01(vi), (iv) pursuant to any document or instrument governing Debt incurred by Foreign Subsidiaries and permitted by Section 7.01, (vvii) pursuant to any documents or agreements creating any Lien referred to in Section 7.02(xvii) if such restriction contained therein relates only to the incurred premiums, dividends, rebates and other rights permitted to be subject to such Lien in accordance with Section 7.02(xvii), (viviii) any documents or agreements creating any Lien referred to in Section 7.02(vi) if such restriction contained therein relates only to the property of assets subject to the surety bond or similar obligation permitted to be secured thereby pursuant to Section 7.02(vi), (viiix) pursuant to an agreement which has been entered into by the Borrower or any of its Subsidiaries for the sale or disposition of any assets of the Borrower or such Subsidiary or of any Subsidiary of the Borrower if such restriction contained therein relates only to the Subsidiary or its assets which is the subject of the sale provided for therein, therein and (viiix) pursuant to a joint venture or other similar agreement entered into in the ordinary course of business in connection with Permitted Joint Ventures so long as any such restriction contained therein relates only to the assets of, or the interest of the Borrower and its Subsidiaries in, such Permitted Joint Venture.

Additional Negative Pledges. None Neither the Borrower nor any of the Group Companies its Restricted Subsidiaries (other than Foreign Subsidiaries that are Restricted Subsidiaries) will enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien in favor of the Collateral Agent upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for an obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Senior Finance Documents, the Subordinated Debentures Indenture including in connection with any Incremental Term Loan Commitments, Incremental Term Loans, Incremental Revolving Commitments, Incremental Revolving Loans, Other Term Commitments, Other Term Loans, Other Revolving Commitments, Other Revolving Loans and any Debt consisting of Refinancing Debt issued to refinance all or any portion of the foregoingAdditional Notes, (ii) pursuant to the Senior Note Documents and Permitted Refinancings thereof, (iii) pursuant to any Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or Permitted Unsecured Refinancing Debt and, in each case, Permitted Refinancings thereof; (iv) pursuant to any document or instrument governing Capital Lease Obligations or Purchase Money Debt Indebtedness incurred pursuant to Section 7.01 7.01(i), if any such restriction contained therein relates only to the assets asset or assets (including, for the avoidance of doubt, Equity Interests) acquired in connection therewith, (iii) pursuant to any Derivatives Agreement entered into pursuant to Section 7.01(vi), (iv) pursuant to any document or instrument governing Debt incurred by Foreign Subsidiaries and permitted by Section 7.01, ; (v) pursuant to any documents or agreements creating any Lien referred to in Section 7.02(xvii) if such restriction contained therein relates only to the incurred premiums, dividends, rebates and other rights permitted to be subject to such Lien in accordance with Section 7.02(xvii), applicable law; (vi) any documents or agreements creating any Lien referred to in Section 7.02(vi) if such restriction contained therein relates only to the property restrictions by reason of assets subject to the surety bond or similar obligation permitted to be secured thereby pursuant to Section 7.02(vi)customary provisions restricting assignments, (vii) pursuant to an agreement which has been entered into by the Borrower or any of its Subsidiaries for the sale or disposition of any assets of the Borrower or such Subsidiary or of any Subsidiary of the Borrower if such restriction contained therein relates only to the Subsidiary or its assets which is the subject of the sale provided for therein, and (viii) pursuant to a joint venture subletting or other similar agreement transfers contained in leases, licenses and other agreements or contracts entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets subject to such leases, licenses, or agreements or contracts, as the case may be); (vii) any prohibition or limitation that consists of customary restrictions and conditions contained in connection with Permitted Joint Ventures any agreement relating to the sale of any property permitted under this Agreement; (viii) restrictions that (x) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and (y) any renewal or extension of a restriction permitted by clause (viii)(x) or any agreement evidencing such restriction contained therein relates only so long as such renewal or extension does not expand the scope of such restrictions, (ix) restrictions relating to Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 7.01, (x) restrictions that are customary provisions in joint venture agreements and other similar agreements applica- ble to joint ventures permitted under Section 7.06; and (xi) restrictions existing on the assets of, Closing Date and listed on Schedule 7.12 and any renewal or extension thereof or of any agreement evidencing such restrictions so long as such renewal or extension does not expand the interest scope of the Borrower and its Subsidiaries in, such Permitted Joint Venturerestrictions.

Additional Negative Pledges. None of the Group Companies (other than Foreign Subsidiaries and non-wholly-owned Subsidiaries) will enter into, assume or become subject to any effective agreement prohibiting or otherwise restricting the creation or assumption of any Lien in favor of the Collateral Agent upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for an obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Senior Finance Loan Documents, the Subordinated Debentures Indenture and any Debt consisting of Refinancing Debt issued to refinance all or any portion of the foregoing, ; (ii) pursuant to any document or instrument governing Capital Lease Obligations or Purchase Money Debt Indebtedness incurred pursuant to Section 7.01 if any such restriction contained therein relates only to the assets asset or assets acquired in connection therewith, therewith or assets which are cross-collateralized; (iii) pursuant to applicable law; (iv) any Derivatives Agreement entered into pursuant to Section 7.01(viIndebtedness permitted by Xxxxxxx 0.00(x), (ivxx), (xxx), (xx), (x), (xx), (xxxx) pursuant to any document or instrument governing Debt incurred by Foreign Subsidiaries and permitted by Section 7.01, (xx); (v) pursuant to any documents restrictions by reason of customary provisions restricting assignments, subletting or agreements creating any Lien referred to other transfers contained in Section 7.02(xvii) if such restriction contained therein relates only to the incurred premiumsleases, dividends, rebates licenses and other rights permitted to be subject to such Lien in accordance with Section 7.02(xvii), (vi) any documents or similar agreements creating any Lien referred to in Section 7.02(vi) if such restriction contained therein relates only to the property of assets subject to the surety bond or similar obligation permitted to be secured thereby pursuant to Section 7.02(vi), (vii) pursuant to an agreement which has been entered into by the Borrower or any of its Subsidiaries for the sale or disposition of any assets of the Borrower or such Subsidiary or of any Subsidiary of the Borrower if such restriction contained therein relates only to the Subsidiary or its assets which is the subject of the sale provided for therein, and (viii) pursuant to a joint venture or other similar agreement entered into in the ordinary course of business in connection with Permitted Joint Ventures so long as any (provided that such restriction contained therein relates only restrictions are limited to the property or assets ofsecured by such Liens or the property or assets subject to such leases, licenses, or similar agreements, as the interest case may be); (vi) any prohibition or limitation that consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under this Agreement; (vii) documents, agreements or constituent documents governing Joint Ventures; (viii) any agreement in effect at the time a Subsidiary becomes a Subsidiary of Holdings, Borrower or any of its Subsidiaries, (ix) any agreement governing the escrow of funds to defease the Existing Notes; (x) agreements relating to Liens incurred under Section 7.02(i), (viii), (ix), (xvii), (xviii), (xix) and its Subsidiaries in, such Permitted Joint Venture(xx); (xi) Liens incurred under Section 7.02 (xxxi) to the extent not otherwise constituting Collateral; and (xii) agreements permitted under Section 7.13.

Additional Negative Pledges. None Create or otherwise cause or suffer to exist or become effective, or permit any of the Group Companies will enter into, assume Restricted Subsidiaries to create or otherwise cause or suffer to exist or become subject effective, directly or indirectly: (i) any prohibition or restriction (including any agreement to provide equal and ratable security to any agreement prohibiting other Person in the event a Lien is granted to or otherwise restricting for the benefit of the Agent and the Lenders) on the creation or assumption existence of any Lien upon the assets of any Credit Party or any of its properties Restricted Subsidiaries, other than Permitted Liens, except (1) this Credit Agreement and the other Credit Documents, (2) covenants in documents creating Permitted Liens (none of which shall include consensual (non statutory) Liens on the Florida Real Property Assets, other than Permitted Liens not securing Indebtedness and Liens securing the Obligations), but only to the extent of the property encumbered by such Permitted Lien, and (3) any other agreement that does not restrict in any manner (directly or assets, indirectly) Liens created pursuant to the Credit Documents on property or assets of Partners or any of its Restricted Subsidiaries (whether now owned or hereafter acquired, or requiring ) securing the grant of any security for an obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Senior Finance Documents, the Subordinated Debentures Indenture and any Debt consisting of Refinancing Debt issued to refinance all Loans or any portion of the foregoing, Lender Hedging Agreement; or (ii) pursuant any Contractual Obligation which may restrict or inhibit the Agent’s rights or ability to sell or otherwise dispose of the Collateral or any document or instrument governing Capital Lease part thereof after the occurrence of an Event of Default, other than Contractual Obligations or Purchase Money Debt incurred pursuant to Section 7.01 if any such restriction contained therein relates only to arising under the assets or assets acquired in connection therewith, (iii) pursuant to any Derivatives Agreement organizational documents of Joint Ventures entered into pursuant through a Permitted JV Investment that restrict or inhibit the Agent’s rights or ability to Section 7.01(vi), (iv) pursuant to any document sell or instrument governing Debt incurred by Foreign Subsidiaries and permitted by Section 7.01, (v) pursuant to any documents or agreements creating any Lien referred to in Section 7.02(xvii) if such restriction contained therein relates only to the incurred premiums, dividends, rebates and other rights permitted to be subject to such Lien in accordance with Section 7.02(xvii), (vi) any documents or agreements creating any Lien referred to in Section 7.02(vi) if such restriction contained therein relates only to the property of assets subject to the surety bond or similar obligation permitted to be secured thereby pursuant to Section 7.02(vi), (vii) pursuant to an agreement which has been entered into by the Borrower or any of its Subsidiaries for the sale or disposition of any assets otherwise dispose of the Borrower or Capital Stock of such Subsidiary or of any Subsidiary of the Borrower if such restriction contained therein relates only to the Subsidiary or its assets which is the subject of the sale provided for therein, and (viii) pursuant to a joint venture or other similar agreement entered into in the ordinary course of business in connection with Permitted Joint Ventures Venture so long as any such restriction contained therein relates only to Contractual Obligations do not prohibit or restrict the assets ofgranting of a Lien in favor of the Agent, for the benefit of the Lenders and their Affiliates, on the Capital Stock of the Bostco Joint Venture or Frontera or the interest of the Borrower and its Subsidiaries in, such Permitted Joint Ventureproceeds thereof.

Additional Negative Pledges. None Create or otherwise cause or suffer to exist or become effective, or permit any of the Group Companies will enter into, assume Subsidiaries to create or otherwise cause or suffer to exist or become subject effective, directly or indirectly, any prohibition or restriction (including any agreement to provide equal and ratable security to any agreement prohibiting other Person in the event a Lien is granted to or otherwise restricting for the benefit of the Agents and the Lenders, but excluding any Dollar or Canadian Dollar restriction or limit so long as such restriction or limit is sufficient in amount to allow at all times the Liens to secure the Obligations in full) on the creation or assumption existence of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant assets of any security for an obligation if security is given for some Loan Party or any of its Subsidiaries, other obligationthan Permitted Liens, except other than (ia) pursuant to under this Agreement or the other Loan Documents, (b) under the Senior Note Debt Documents (2010) and the other Senior Finance Documentsdocumentation evidencing any refinancing thereof permitted by clause (vi) of the definition of “Permitted Indebtedness”, the Subordinated Debentures Indenture and (c) any Debt consisting of Refinancing Debt issued to refinance all agreements governing any purchase money Liens or Capital Leases otherwise permitted hereby or any portion of the foregoing, other secured obligation permitted by clauses (ii) pursuant to any document or instrument governing Capital Lease Obligations or Purchase Money Debt incurred pursuant to Section 7.01 if any such restriction contained therein relates only to the assets or assets acquired in connection therewith, (iii) pursuant to any Derivatives Agreement entered into pursuant to Section 7.01(viviii), (iv) pursuant to any document or instrument governing Debt incurred by Foreign Subsidiaries and permitted by Section 7.01, (v) pursuant to any documents or agreements creating any Lien referred to in Section 7.02(xvii) if such restriction contained therein relates only to the incurred premiums, dividends, rebates and other rights permitted to be subject to such Lien in accordance with Section 7.02(xviiix), (vixiv) or (xviii) of the definition of “Permitted Indebtedness” (in which case, any documents prohibition or agreements creating any Lien referred to limitation shall only be effective against (x) in Section 7.02(vithe case of purchase money Liens or Capital Leases, the assets financed thereby and proceeds thereof and (y) if such restriction contained therein relates only to in the property case of other secured obligations, the specific assets subject to the surety bond or similar obligation permitted to be secured thereby pursuant to Section 7.02(viLien securing such obligation), (viid) pursuant customary provisions in joint venture agreements and similar agreements and any agreement with respect to Indebtedness primarily incurred to finance the acquisition of an agreement which has been entered into by the Borrower or any of its Subsidiaries for the sale or disposition of any assets of the Borrower or such Subsidiary or of any Subsidiary of the Borrower if such restriction contained therein relates only to the Subsidiary or its assets which is the subject of the sale provided for therein, and (viii) pursuant to interest in a joint venture that restrict the transfer or other similar agreement entered into encumbrance of assets of, or equity interests in, the applicable joint ventures, (e) any Bank Product Agreement or Lender Hedging Agreement containing provisions not more restrictive than the provisions of this Agreement, (f) licenses or sublicenses by Xxxxxxx Cable and its Subsidiaries of intellectual property in the ordinary course of business (in connection with Permitted Joint Ventures so long as which case, any such restriction contained therein relates prohibition or limitation shall only to be effective against the intellectual property subject thereto), (g) customary restrictions in any agreements governing Indebtedness of a joint venture which prohibit the pledge of the assets of, or the interest of the Borrower and its Subsidiaries equity interests in, such joint venture, and (h) encumbrances and restrictions affecting any Foreign Subsidiary in Indebtedness permitted by clause (vi) of the definition of “Permitted Joint VentureIndebtedness”.