Common use of Limitation on Negative Pledge Clauses Clause in Contracts

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, ; (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby hereby; (c) documentation evidencing Indebtedness permitted pursuant to Section 7.2(g); (d) any restrictions in which caseconnection with existing Indebtedness incurred pursuant to Section 7.2(d), Mortgage Financing or Permitted Construction Financing, including on the Capital Stock of the Subsidiary that is the borrower under such existing Indebtedness incurred pursuant to Section 7.2(d), Mortgage Financing or Permitted Construction Financing or any direct or indirect parent of such Subsidiary; and (e) single purpose entity limitations contained in charter documents for Excluded Subsidiaries, provided that, (i) in the case of clauses (b) and (c), such prohibition or limitation shall only be effective against the assets financed thereby), (c) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) thereby and (mii) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(hclause (d), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets financed thereby and indirect transfers of such Subsidiary subject to such Lien)the Capital Stock of the Subsidiary.

Limitation on Negative Pledge Clauses. Enter into with any Person any agreement, other than (a) this Agreement and the other Loan Documents, (b) the Subordinated Debt and any Refinancing Indebtedness in respect thereof (so long as such Refinancing Indebtedness addresses prohibitions or suffer limitations of the nature described below in a manner not less favorable to exist the Lenders, taken as a whole, than the treatment thereof in the Subordinated Debt) and (c) any industrial revenue bonds, purchase money mortgages or become Financing Leases permitted by this Agreement (in which cases, any prohibition or limitation shall only be effective any agreement that against the assets financed thereby), which prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property property, assets or revenues, whether now owned or hereafter acquired, ; provided that the foregoing shall not apply to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee (i) restrictions and Collateral Agreement, other than (a) this Agreement and the other Loan Documentsconditions imposed by law, (bii) any customary restrictions and conditions contained in agreements governing any purchase money Liens relating to the sale of a Subsidiary permitted hereunder pending such sale, provided such restrictions or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall conditions apply only to the Subsidiary that is to be effective against the assets financed thereby)sold, (ciii) customary non-assignment provisions in licenses restrictions or sublicenses conditions imposed by any agreement relating to secured Indebtedness permitted hereunder if such restrictions or conditions apply only to the Borrower property or assets securing such Indebtedness and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (div) customary provisions in joint venture agreements leases and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in other contracts restricting the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien)assignment thereof.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, other than than: (a) this Agreement and the other Loan Documents, ; (b) the Senior Subordinated Note Indenture (and the instruments or agreements governing any Indebtedness permitted pursuant to Section 7.2(f)(ii)); (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (cd) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course any agreements regarding Indebtedness of business any Excluded Subsidiary (in which case such case, any prohibition or limitation shall only be effective against the Intellectual Property subject theretoassets of such Excluded Subsidiary and its Subsidiaries), ; (de) customary provisions in joint venture agreements and similar agreements that restrict transfers the transfer of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and Joint Ventures; (f) agreements entered into licenses or sublicenses by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby Borrower and its Subsidiaries of intellectual property in the ordinary course of business (in which case such case, any prohibition or limitation shall only be effective against the assets of such Subsidiary intellectual property subject to such Lienthereto); and (g) prohibitions and limitations in effect on the date hereof and listed on Schedule 7.13.

Limitation on Negative Pledge Clauses. Enter into into, or suffer permit to exist or become effective exist, with any Person any agreement that which effectively prohibits or limits the ability of the Borrower or any of its Subsidiaries a Loan Party to create, incur, assume or suffer to exist any Lien upon or otherwise transfer any interest in any of its Property property, assets or revenuesrevenues as Collateral, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than than: (a) this Agreement and the other Loan Documents, Agreement; (b) any the Loan Documents; (c) agreements governing evidencing Indebtedness permitted to be incurred under Sections 8.2(c), 8.2(g) and 8.2(i) and any purchase money Liens security interests or Capital Lease Obligations otherwise Financing Leases permitted hereby by this Agreement (in which casecases, any prohibition or limitation shall only be effective against the assets financed thereby); (d) leases, (c) customary non-contracts and agreements containing restrictions on assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries entered into in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, business; (e) licensing agreements governing Indebtedness permitted by Sections 6.2(g)or management agreements with customary provisions restricting assignment, (h) and (m) (provided that, entered into in the case ordinary course of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and business; (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing neither restrict the Agents’ or any Secured Party’s ability to obtain first priority liens on Collateral nor restrict in any material respect the Agents’ or any Secured Party’s ability to exercise the remedies available to them under applicable Law and the Security Documents, subject to Liens permitted by Section 6.3(mhereunder; provided that in no event shall such agreements restrict the payment of the Loans and other Obligations; (g) Commodity Contracts and Financial Hedging Agreements containing restrictions on the assignment thereof; (h) agreements purporting to prohibit the existence of any Liens upon, or transferring of any interest in, any Excluded Asset (as such term is defined in the Indebtedness secured thereby Security Agreement); and (i) customary restrictions and conditions on transfers and investments contained in which case such prohibition any agreement relating to the sale of any asset or limitation shall only be effective against any Subsidiary pending the assets consummation of such Subsidiary subject to such Lien)sale.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries a Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan DocumentsFinancing Agreements, (b) any agreements governing any purchase money Liens permitted pursuant to Sections 7.3(d), 7.3(f), 7.3(s), 7.3(u), 7.3(v) and 7.3(x) or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the Property financed thereby or subject to such Lien and proceeds thereof); provided, that, with respect to agreements governing Liens permitted pursuant to Section 7.3(s), the principal amount of Indebtedness thereunder shall exceed 75% of the original purchase price of the assets financed thereby), (c) customary non-assignment provisions any agreements governing Indebtedness described in licenses or sublicenses Section 7.2(c) secured by a Lien on the Borrower and its Subsidiaries in the ordinary course of business Aircraft permitted pursuant to Section 7.3(j) (in which case any such prohibition or limitation shall only be effective against the Intellectual Property subject theretoAircraft and proceeds thereof), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets ofto the extent the Macau Loan was made directly to Xxxx Macau, or equity interests in, such joint venture, (e) any agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby Macau Loan (in which case case, any such prohibition or limitation shall only be effective against the assets of Macau Loan and proceeds thereof), (e) customary nonassignment provisions contained in leases, licenses and similar agreements and other contracts (in each case other than those with respect to Real Estate (other than Real Estate excluded from the Collateral pursuant to Section 6.10(c)) and so long as such Subsidiary subject restrictions are limited to such Lien)leases, licenses and similar agreements or other contracts, or, in the case of leases, licenses and similar agreements, the Property subject thereto) which, taken as a whole, are not material to the business and operations of the Loan Parties, (f) any agreements governing the 2010 Notes Satisfaction Proceeds, (g) any agreements governing any Excluded Assets or Released Assets (in which case any prohibition or limitation shall only be effective against such Excluded Assets or Released Assets applicable thereto and proceeds thereof) and (h) as required by applicable law or any applicable rule or order, including those of any Nevada Gaming Authority.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that which prohibits or limits the ability of Holdings, the Borrower or any of its their respective Subsidiaries to create, incur, assume or suffer to exist any Lien in favor of the Secured Parties in respect of the Obligations upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement relating to a Disposition of Property by the Borrower or any of its Subsidiaries (in which case, any prohibition or restriction shall only be effective against the Property to be Disposed in such Disposition), (d) any agreement with respect to Indebtedness of a Foreign Subsidiary permitted under Section 7.2(o) (in which case, any prohibition or restriction shall only be effective against the Property of such Foreign Subsidiary), (e) the Senior Subordinated Note Indenture (or any agreement governing any other Indebtedness permitted under Section 7.2(f)), (f) any agreement which prohibits the creation of Liens to secure the Senior Subordinated Notes (or any agreement governing any other Indebtedness permitted under Section 7.2(f)), (g) the Securitization Documentation (in which case, any prohibition or restriction shall only be effective against the Property of the relevant Securitization Entities), (h) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries leases entered into in the ordinary course of business and (i) any agreements relating to Liens permitted under Section 7.3(g), (k), (n), (p), (r), (v) or (w) (in which case such case, any prohibition or limitation restriction shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in to the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such relevant Lien).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the any Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan DocumentsDocuments and except to the extent that any such agreement (a) exists as of the Closing Date or is a modification, amendment, restatement, replacement, refinancing, renewal or extension thereof (in each case to the extent not more burdensome), (b) is assumed by Holdings, the Borrower or any agreements governing of its Subsidiaries in connection with any purchase money Liens Acquisition permitted in Section 6.8 or Capital Lease Obligations otherwise permitted hereby is binding on any Subsidiary at the time such Person becomes a Subsidiary (provided that such agreement was not entered into solely in which case, any prohibition or limitation shall only be effective against the assets financed therebycontemplation of such Person becoming a Subsidiary), (c) is an agreement governing Indebtedness permitted by Section 6.2 or any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the same, (d) is an agreement governing any non-assignment provisions in licenses Wholly Owned Subsidiary or sublicenses joint venture or a Contractual Obligation of any non-Wholly Owned Subsidiary or joint venture, (e) relates to cash or other deposits (including escrowed funds) received by Holdings, the Borrower and or any of its Subsidiaries in or (f) relates to assets subject to Liens permitted by Sections 6.3(c), 6.3(d), 6.3(e), 6.3(f), 6.3(g), 6.3(h), 6.3(i), 6.3(j), 6.3(l) or 6.3(y), provided that, (i) to the ordinary course of business (in which case extent any such agreement is entered into after the Closing Date, such prohibition or limitation shall only be effective against the Intellectual Property or Person (and its Subsidiaries) acquired in such Acquisition, securing such Indebtedness or that is the subject thereto)of such other leases, subleases, licenses, sublicenses, agreements, contracts, deposits or liens and (dii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, solely with respect to any non-Wholly Owned Subsidiary or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets Property, revenues or Capital Stock of such non-Wholly Owned Subsidiary subject to such Lien)or joint venture.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the any Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan DocumentsDocuments and except to the extent that any such agreement (a) exists as of the Closing Date or is a modification, amendment, restatement, replacement, refinancing, renewal or extension thereof, (b) is assumed by Holdings, the Borrower or any agreements governing of its Subsidiaries in connection with any purchase money Liens Permitted Acquisition or Capital Lease Obligations otherwise any Investment permitted hereby by Section 6.6(n) or is binding on any Subsidiary of the Borrower at the time such Person becomes a Subsidiary of the Borrower (provided that such agreement was not entered into solely in which case, any prohibition or limitation shall only be effective against contemplation of such Person becoming a Subsidiary of the assets financed therebyBorrower), (c) is an agreement governing Indebtedness permitted by Section 6.1 or any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the same, (d) is an agreement governing any non-assignment provisions in licenses Wholly Owned Subsidiary or sublicenses joint venture or a Contractual Obligation of any non-Wholly Owned Subsidiary or joint venture, (e) relates to cash or other deposits (including escrowed funds) received by Holdings, the Borrower and or any of its Subsidiaries in or (f) relates to assets subject to Liens permitted by Sections 6.2(c), 6.2(d), 6.2(e), 6.2(f), 6.2(g), 6.2(h), 6.2(i), 6.2(j), 6.2(l), 6.2(p) or 6.2(r), provided that, (i) to the ordinary course of business (in which case extent any such agreement is entered into after the Closing Date, such prohibition or limitation shall only be effective against the Intellectual Property or Person (and its Subsidiaries) acquired in such Permitted Acquisition or Investment, securing such Indebtedness or that is the subject thereto)of such other leases, subleases, licenses, sublicenses, agreements, contracts, deposits or liens and (dii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, solely with respect to any non-Wholly Owned Subsidiary or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets Property, revenues or Capital Stock of such non-Wholly Owned Subsidiary subject to such Lien)or joint venture.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) [intentionally omitted], (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted by Sections 7.2(l), 7.2(m) and 7.2(r) (in which each case, any prohibition or limitation shall only be effective against the assets financed thereby)) and (d) any prohibition or limitation that (i) consists of customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.5 pending the consummation of such sale, provided that, such restriction or condition shall only be effective against such Property, (cii) customary non-assignment provisions exists in licenses or sublicenses by any agreement in effect at the Borrower time such Subsidiary becomes a Subsidiary of the Borrower, provided that (A) such agreement was not entered into in contemplation of such Person becoming a Subsidiary and its Subsidiaries in the ordinary course of business (in which case B) such prohibition or limitation shall only be effective against such Subsidiary or (iii) is imposed by any amendments or refinancings that are otherwise permitted by the Intellectual Property subject theretoLoan Documents of the contracts, instruments or obligations referred to in clause (d)(ii), provided that (dA) customary provisions such amendments and refinancings are no more materially restrictive (taken as a whole) with respect to such prohibitions and limitations than those in joint venture agreements and similar agreements that restrict transfers of assets of, effect prior to such amendment or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) refinancing and (mB) (provided that, the negative pledge clause(s) in such amendments or refinancings do not extend to Property other than such Property covered in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and in clause (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Liend)(ii).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective with any Person any agreement that which prohibits or limits the ability of the Borrower Company or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) any agreement of any Person which becomes a Subsidiary of the Company or to which the Company or any Subsidiary becomes subject after the date hereof in connection with a Permitted Acquisition, which agreement was not created in anticipation thereof, including, but not limited to, any such agreement governing acquired Indebtedness permitted under Subsection 7.2(g), provided that any agreement so permitted in accordance with this clause (b) shall apply only to the property or assets acquired, directly or indirectly, by the Company pursuant to such Permitted Acquisition, (c) agreements governing that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (d) customary provisions restricting dispositions of real property interests set forth in any easement or similar agreements, (e) agreements in connection with the sale or disposition of any assets of the Company or the sale or disposition of a Subsidiary (or any of its property or assets), in any such case as permitted under this Agreement, pending the closing of such sale or disposition, (f) any industrial revenue bonds, purchase money Liens mortgages or Capital Lease Obligations otherwise Financing Leases permitted hereby by this Agreement (in which casecases, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (mg) (provided thatagreements creating Liens permitted to be incurred pursuant to subsection 7.3, in the case of so long as such agreements governing Indebtedness permitted by Section 6.2(h)do not prohibit or limit in any manner the ability of the Company or any of its Subsidiaries to create, such prohibition incur, assume or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject suffer to such Lien)exist any Lien on any Collateral.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under any Guarantee of the Guarantee and Collateral AgreementObligations, other than (a) this Agreement and the other Loan Documents, (b) the Senior Discount Note Indenture, (c) the Senior Note Indenture, (d) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ce) customary non-assignment provisions in licenses or sublicenses any agreements governing any Additional Senior Debt permitted by the Borrower and its Subsidiaries in the ordinary course of business this Agreement (in which case such case, any prohibition or limitation on Liens shall only be effective to provide that the Lien on the assets securing such Additional Senior Debt shall be secured equally and ratably with the Collateral Agent for the benefit of the Lenders; it being understood, however, that in no event shall such Additional Senior Debt be secured by the Collateral covered by the Collateral Agreement) and (f) the Loral Agreement as in effect on the date hereof (in which case, any prohibition or limitation on Liens shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements Borrower's terrestrial repeater network and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lienany Collateral).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h6.2(h) and (mi) (provided that, in the which case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m6.3(q) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, ; (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby hereby; (c) documentation evidencing Indebtedness permitted pursuant to Section 7.2(g); (d) any restrictions in which caseconnection with existing Indebtedness incurred pursuant to Section 7.2(d), Mortgage Financing or Permitted Construction Financing, including on the Capital Stock of the Subsidiary that is the borrower under such existing Indebtedness incurred pursuant to Section 7.2(d), Mortgage Financing or Permitted Construction Financing or any direct or indirect parent of such Subsidiary; and (e) single purpose entity limitations 107 contained in charter documents for Excluded Subsidiaries, provided that, (i) in the case of clauses (b) and (c), such prohibition or limitation shall only be effective against the assets financed thereby), (c) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) thereby and (mii) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(hclause (d), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets financed thereby and indirect transfers of such Subsidiary subject to such Lien)the Capital Stock of the Subsidiary.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the US Borrower, the Cayman Borrower or any of its their respective Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) the Second Lien Documentation, (c) the Revolving Loan Agreement and documents evidencing Permitted Revolving Credit Refinancing Indebtedness, (d) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ce) customary non-assignment provisions in licenses restrictions and conditions reasonably satisfactory to the Administrative Agent existing on the date hereof identified on Schedule 7.13 (but not to any amendment or sublicenses by modification expanding the Borrower and its Subsidiaries in the ordinary course of business (in which case scope or duration of, any such prohibition restriction or limitation shall only be effective against the Intellectual Property subject theretocondition), (df) customary restrictions and conditions contained in agreements relating to the Disposition of all or substantially all of the Capital Stock or any assets of such Subsidiary permitted hereunder, (g) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (h) customary provisions in leases, licenses and other contracts restricting the assignment thereof and (i) customary restrictions in joint venture agreements ventures and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien)agreements.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Borrower, the Cayman Borrower or any of its their respective Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) the First Lien Documentation, (c) the Revolving Loan Agreement and documents evidencing Permitted Revolving Credit Refinancing Indebtedness, (d) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ce) customary non-assignment provisions in licenses restrictions and conditions reasonably satisfactory to the Administrative Agent existing on the date hereof identified on Schedule 7.13 (but not to any amendment or sublicenses by modification expanding the Borrower and its Subsidiaries in the ordinary course of business (in which case scope or duration of, any such prohibition restriction or limitation shall only be effective against the Intellectual Property subject theretocondition), (df) customary restrictions and conditions contained in agreements relating to the Disposition of all or substantially all of the Capital Stock or any assets of such Subsidiary permitted hereunder, (g) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (h) customary provisions in leases, licenses and other contracts restricting the assignment thereof and (i) customary restrictions in joint venture agreements ventures and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien)agreements.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the any Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan DocumentsDocuments and except to the extent that any such agreement (a) exists as of the Closing Date or is a modification, amendment, restatement, replacement, refinancing, renewal or extension thereof, (b) is assumed by Holdings, the Borrower or any agreements governing of its Subsidiaries in connection with any purchase money Liens Acquisition permitted in Section 6.8 or Capital Lease Obligations otherwise permitted hereby is binding on any Subsidiary at the time such Person becomes a Subsidiary (provided that such agreement was not entered into solely in which case, any prohibition or limitation shall only be effective against the assets financed therebycontemplation of such Person becoming a Subsidiary), (c) is an agreement governing Indebtedness permitted by Section 6.2 or any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the same, (d) [Reserved], (e) is an agreement governing any non-assignment provisions in licenses Wholly-Owned Subsidiary or sublicenses joint venture or a Contractual Obligation of any non-Wholly-Owned Subsidiary or joint venture, (f) relates to cash or other deposits (including escrowed funds) received by Holdings, the Borrower and or any of its Subsidiaries in or (g) relates to assets subject to Liens permitted by Sections 6.3(c), 6.3(d), 6.3(e), 6.3(f), 6.3(g), 6.3(h), 6.3(i), 6.3(j) or 6.3(l), provided that, (i) to the ordinary course of business (in which case extent any such agreement is entered into after the Closing Date, such prohibition or limitation shall only be effective against the Intellectual Property or Person (and its Subsidiaries) acquired in such Acquisition, securing such Indebtedness or that is the subject thereto)of such other leases, subleases, licenses, sublicenses, agreements, contracts, deposits or liens and (dii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, solely with respect to any non-Wholly-Owned Subsidiary or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets Property, revenues or Capital Stock of such non-Wholly-Owned Subsidiary subject to such Lien)or joint venture.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, ; (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby hereby; (c) documentation evidencing Indebtedness permitted pursuant to Section 7.2(g); (d) any restrictions in which caseconnection with existing Indebtedness incurred pursuant to Section 7.2(d), Mortgage Financing or Permitted Construction Financing, including on the Capital Stock of the Subsidiary that is the borrower under such existing Indebtedness incurred pursuant to Section 7.2(d), Mortgage Financing or Permitted Construction Financing or any direct or indirect parent of such Subsidiary; and (e) single purpose entity limitations contained in charter documents for Excluded Subsidiaries, provided that, (i) in the case of clauses (b) and (c), such prohibition or limitation shall only be effective against the assets financed thereby), (c) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) thereby and (mii) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(hclause (d), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets financed thereby and indirect transfers of such Subsidiary subject to such Lien)the Capital Stock of the Subsidiary.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary GuarantorRestricted Subsidiary, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) the WPL Note Purchase Agreement, (c) any such agreement that prohibits or limits the ability of (i) any Unrestricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues or (ii) the Borrower or any Subsidiary to create, assume or suffer to exist any Lien upon the Capital Stock of any Unrestricted Subsidiary, provided, that any such agreement described in this clause (c) relates to Indebtedness that finances the acquisition of such Capital Stock or the assets of such Unrestricted Subsidiary or the Capital Stock or assets of any other Unrestricted Subsidiary, or that finances the working capital needs (including Capital Expenditures) or other financial obligations of such Unrestricted Subsidiary or any other Unrestricted Subsidiary, (d) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g)the Pipeline Lease Agreement and Option to Purchase for the 8 Inch Aux Sable East Pipeline, (h) dated December 31, 2001, between Aux Sable Liquid Products L.P. and (m) (provided thatXxxxxxxx Pipelines Holdings, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien).L.P..

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries a Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan DocumentsFinancing Agreements, (b) any agreements governing any purchase money Liens permitted pursuant to Sections 7.3(d), 7.3(f), 7.3(s), 7.3(u), 7.3(v) and 7.3(x) or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the Property financed thereby or subject to such Lien and proceeds thereof); provided, that, with respect to agreements governing Liens permitted pursuant to Section 7.3(s), the principal amount of Indebtedness thereunder shall exceed 75% of the original purchase price of the assets financed thereby), (c) customary non-assignment provisions any agreements governing Indebtedness described in licenses or sublicenses Section 7.2(c) secured by a Lien on the Borrower and its Subsidiaries in the ordinary course of business Aircraft permitted pursuant to Section 7.3(j) (in which case any such prohibition or limitation shall only be effective against the Intellectual Property subject theretoAircraft and proceeds thereof), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets ofto the extent the Macau Loan was made directly to Wxxx Macau, or equity interests in, such joint venture, (e) any agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby Macau Loan (in which case case, any such prohibition or limitation shall only be effective against the assets of Macau Loan and proceeds thereof), (e) customary nonassignment provisions contained in leases, licenses and similar agreements and other contracts (in each case other than those with respect to Real Estate (other than Real Estate excluded from the Collateral pursuant to Section 6.10(c)) and so long as such Subsidiary subject restrictions are limited to such Lien)leases, licenses and similar agreements or other contracts, or, in the case of leases, licenses and similar agreements, the Property subject thereto) which, taken as a whole, are not material to the business and operations of the Loan Parties, (f) any agreements governing the 2010 Notes Satisfaction Proceeds, (g) any agreements governing any Excluded Assets or Released Assets (in which case any prohibition or limitation shall only be effective against such Excluded Assets or Released Assets applicable thereto and proceeds thereof) and (h) as required by applicable law or any applicable rule or order, including those of any Nevada Gaming Authority.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h6.2(h) and (mi) (provided that, in the which case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that which prohibits or limits the ability of Holdings, the Borrower Company, Grove Capital or any of its their Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) the Senior Subordinated Note Indenture, the Holdings Debentures Indenture and the indenture relating to the Grove Investors Debentures, (c) agreements relating to the Dealer Receivables Financing and Existing Factoring Arrangements, (d) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ce) customary non-assignment provisions in licenses any agreement governing Indebtedness or sublicenses Capital Stock of a Person acquired by the Borrower and Company or any of its Subsidiaries as in effect at the ordinary course time of business such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets ofis not 76 applicable to any Person, or equity interests inthe properties or assets of any Person, such joint ventureother than the Person, (e) agreements governing Indebtedness permitted by Sections 6.2(g)or the property or assets of the Person, (h) and (m) (so acquired, provided that, in the case of Indebtedness, such agreements governing Indebtedness was permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) terms of this Agreement and (f) agreements restrictions on cash or other deposits or net worth imposed by customers under contracts entered into by in the ordinary course of business; provided that the Company and its Subsidiaries may enter into any such agreement to the extent that such agreement is in connection with a Subsidiary that is not a Subsidiary Guarantor governing Liens Lien permitted by Section 6.3(m) 7.3 or a sale of assets permitted by Section 7.5 and any such prohibitions apply only to the Indebtedness secured thereby (in which case Property encumbered by such prohibition Lien or limitation shall only be effective against the assets of such Subsidiary subject to such Lien)sale.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries ASOT Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) the Mortgage/Mezzanine Documents, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted by Sections 7.2(l) and 7.2(m) (in which each case, any prohibition or limitation shall only be effective against the assets financed thereby), and (cd) any prohibition or limitation that (i) consists of customary non-assignment provisions restrictions and conditions contained in licenses any agreement relating to the sale of any Property permitted under Section 7.5 pending the consummation of such sale, provided that, such restriction or sublicenses by condition shall only be effective against such Property, (ii) exists in any agreement in effect at the Borrower time such Subsidiary becomes a Subsidiary of the Borrower, provided that (A) such agreement was not entered into in contemplation of such Person becoming a Subsidiary and its Subsidiaries in the ordinary course of business (in which case B) such prohibition or limitation shall only be effective against such Subsidiary or (iii) is imposed by any amendments or refinancings that are otherwise permitted by the Intellectual Property subject theretoLoan Documents of the contracts, instruments or obligations referred to in clause (d)(ii), provided that (dA) customary provisions such amendments and refinancings are no more materially restrictive (taken as a whole) with respect to such prohibitions and limitations than those in joint venture agreements and similar agreements that restrict transfers of assets of, effect prior to such amendment or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) refinancing and (mB) (provided that, the negative pledge clause(s) in such amendments or refinancings do not extend to Property other than such Property covered in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and in clause (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Liend)(ii).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries Group Member to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) the First Lien Loan Documents, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted by Sections 7.2(l), 7.2(m) and 7.2(r) (in which each case, any prohibition or limitation shall only be effective against the assets financed thereby)) and (d) any prohibition or limitation that (i) consists of customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.5 pending the consummation of such sale, provided that, such restriction or condition shall only be effective against such Property, (cii) customary non-assignment provisions exists in licenses or sublicenses by any agreement in effect at the Borrower time such Subsidiary becomes a Subsidiary of the Borrower, provided that (A) such agreement was not entered into in contemplation of such Person becoming a Subsidiary and its Subsidiaries in the ordinary course of business (in which case B) such prohibition or limitation shall only be effective against such Subsidiary or (iii) is imposed by any amendments or refinancings that are otherwise permitted by the Intellectual Property subject theretoLoan Documents of the contracts, instruments or obligations referred to in clause (d)(ii), provided that (dA) customary provisions such amendments and refinancings are no more materially restrictive (taken as a whole) with respect to such prohibitions and limitations than those in joint venture agreements and similar agreements that restrict transfers of assets of, effect prior to such amendment or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) refinancing and (mB) (provided that, the negative pledge clause(s) in such amendments or refinancings do not extend to Property other than such Property covered in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and in clause (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Liend)(ii).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the REIT, the Borrower or any of its Subsidiaries Material Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Liens, Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ) and (c) customary non-assignment provisions in licenses or sublicenses by with respect to limitations on the Borrower and its Subsidiaries in pledge of the ordinary course Capital Stock of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto)x) any Excluded Financing Subsidiary, (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) any agreements governing Indebtedness permitted by Sections 6.2(g), (h8.2(d) and 8.2(f) and (my) (provided that, in the case any direct or indirect parent of such Excluded Financing Subsidiary, any agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired therebySections 8.2(d) and 8.2(f) (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens as in effect on the Closing Date or pursuant to any extension, renewal or restructuring thereof permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien8.2(f)).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Borrower Borrower, or any of its their respective Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Second Amended and Restated Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) the Congress Loan Documents, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) any agreement relating to a Disposition of Property by Holdings or any of its Subsidiaries (in which case, any prohibition or restriction shall only be effective against the Property to be Disposed in such Disposition), (e) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries leases entered into in the ordinary course of business and (f) any agreements relating to Liens permitted under Sections 11.3(n), 11.3(t) or 11.3(u) (in which case such case, any prohibition or limitation restriction shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in to the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such relevant Lien).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries a Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan DocumentsFinancing Agreements, (b) any agreements governing any purchase money Liens permitted pursuant to Sections 7.3(d), 7.3(f), 7.3(s), 7.3(u), 7.3(v) and 7.3(x) or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the Property financed thereby or subject to such Lien and proceeds thereof); provided, that, with respect to agreements governing Liens permitted pursuant to Section 7.3(s), the principal amount of Indebtedness thereunder shall exceed 75% of the original purchase price of the assets financed thereby), (c) customary non-assignment provisions any agreements governing Indebtedness described in licenses or sublicenses Section 7.2(c) secured by a Lien on the Borrower and its Subsidiaries in the ordinary course of business Aircraft permitted pursuant to Section 7.3(j) (in which case any such prohibition or limitation shall only be effective against the Intellectual Property subject theretoAircraft and proceeds thereof), (d) customary provisions to the extent any Macau Loans are made directly by a Loan Party to Wynn Macau in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(gaccordance with Section 7.8(l), (h) and (m) (provided that, in the case of such any agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby governixx xuch Macau Loan (in which case case, any such prohibition or limitation shall only be effective against such Macau Loan and proceeds thereof), (e) customary nonassignment provisions contained in leases, licenses and similar agreements and other contracts (in each case other than those with respect to Real Estate (other than Real Estate excluded from the assets of Collateral pursuant to Section 6.10(c)) and so long as such Subsidiary subject restrictions are limited to such Lien)leases, licenses and similar agreements or other contracts, or, in the case of leases, licenses and similar agreements, the Property subject thereto) which, taken as a whole, are not material to the business and operations of the Loan Parties, (f) any agreements governing the 2010 Notes Satisfaction Proceeds, (g) any agreements governing any Excluded Assets or Released Assets (in which case any prohibition or limitation shall only be effective against such Excluded Assets or Released Assets applicable thereto and proceeds thereof) and (h) as required by applicable law or any applicable rule or order, including those of any Nevada Gaming Authority.

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan DocumentsDocuments , (b) the Existing Indentures, any agreements governing Indebtedness which is permitted to refinance the Indebtedness thereunder and any agreements governing Indebtedness permitted by Sections 7.2(f), (h) and (i), in each case, to the extent such restrictions are no more restrictive than those in the Existing Indentures, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) customary non-assignment provisions in licenses or sublicenses by the Borrower leases, joint venture and its Subsidiaries other contracts entered into in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venturebusiness, (e) agreements governing entered into with respect to other Indebtedness permitted to be incurred by Sections 6.2(g), (hSection 7.2(l) and (mto be secured by a Lien pursuant to Section 7.3(r) (provided that, in to the case of such agreements governing Indebtedness permitted by Section 6.2(h), such extent the prohibition or limitation shall be effective restriction is only against applicable to the property acquired thereby) and assets which secure such Indebtedness, (f) agreements any agreement entered into in connection with Indebtedness permitted to be incurred hereunder by a Subsidiary that Foreign Subsidiaries relating to the property, assets or revenues of the Foreign Subsidiaries (and not the Loan Parties except for ownership interests of Foreign Subsidiaries, no portion of which is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) part of, or intended in the Indebtedness secured thereby (in which case such prohibition or limitation shall only future to be effective against part of, the assets of such Subsidiary subject to such LienCollateral).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Postpetition agreement, other than (a) this Agreement and the other DIP Loan Documents, (b) the 2012 Senior Subordinated Notes, (c) any industrial revenue bonds, purchase money mortgages or Financing Leases permitted by this Agreement (in which cases, any prohibition or limitation shall only be effective against the assets financed thereby), (d) covenants in documents creating Liens permitted by Section 7.3 prohibiting further Liens on the properties encumbered thereby in favor of the Secured Parties, and (e) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement that relating to the sale of any property permitted under Section 7.6 pending the consummation of such sale, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of an Obligor, (iv) exists in any agreement in effect at the time such Obligor becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary or (v) customary non-assignment provisions in licenses or sublicenses of intellectual property, which prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien).

Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantorguarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(g), (h6.2(h) and (mi) (provided that, in the which case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m6.3(r) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien).