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 NM 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 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) is set forth on Schedule 6.12 (or is a modification, amendment, restatement, replacement, refinancing, renewal or extension thereof), (b) is assumed by Holdings, the Borrower or any agreements governing of the Restricted Subsidiaries in connection with any purchase money Liens Acquisition permitted in Section 6.7 or Capital Lease Obligations otherwise permitted hereby is binding on any Restricted Subsidiary at the time such Person becomes a Restricted 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 Restricted Subsidiary), (c) is an agreement governing Indebtedness permitted by Section 6.2(c) or, solely to the extent that such restrictions are no more restrictive than the terms of any Loan Document, which are in favor of any holder of Indebtedness permitted to be incurred under 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 joint venture or non-assignment provisions in licenses Wholly-Owned Subsidiary that is a Restricted Subsidiary or sublicenses a Contractual Obligation of any joint venture or non-Wholly-Owned Subsidiary that is a Restricted Subsidiary, (e) relates to cash or other deposits (including escrowed funds) received by Holdings, the Borrower and or any of its Subsidiaries in Subsidiaries, (f) relates to assets subject to Liens permitted by Section 6.3; 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, financed by such Indebtedness or that is the subject thereto)of such other leases, (d) customary provisions in joint venture subleases, licenses, sublicenses, 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) contracts and (mii) (provided thatsolely with respect to any non-Wholly-Owned Subsidiary, 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 or revenues of such non-Wholly-Owned Subsidiary that is a Restricted Subsidiary and (g) restrictions that arise in connection with (including any Indebtedness and other agreements entered into in connection therewith) any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the assets subject to such Lien)Disposition.

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 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 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 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 (including any Permitted Amendment), the other Loan Documents, or any Guarantee Obligations in respect of any of the foregoing, (b) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Replacement Facility or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebyby or the subject of such Indebtedness and the proceeds and products thereof), (cd) any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness permitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), (f) customary non-assignment provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by the Borrower and its Subsidiaries any Group Member of Intellectual Property in the ordinary course of business or consistent with past practice (in which case such any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (dh) customary provisions (including customary net worth provisions) in joint venture agreements leases, subleases, licenses and similar agreements sublicenses that restrict transfers the transfer thereof or the transfer of the assets ofsubject thereto by the lessee, sublessee, licensee or equity interests in, such joint venturesublicensee, (ei) agreements governing Indebtedness prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in contemplation of such Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (k) customary restrictions that arise in connection with any Disposition permitted by Sections 6.2(g)Section 6.5 applicable pending such Disposition solely to the assets subject to such Disposition, (hl) and customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business or consistent with past practice, (m) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or consistent with past practice, (provided thatn) agreements existing and as in effect on the Closing Date and described in Schedule 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the case good faith judgment of Parent, no more restrictive with respect to Parent or any Restricted Subsidiary than the then customary market terms for Indebtedness of such agreements governing Indebtedness permitted by Section 6.2(h)type, so long as Parent shall have determined in good faith that such prohibition restrictions would not, or limitation shall would not reasonably be effective only against expected to, restrict or impair, in any material respect, the property acquired thereby) ability of Parent 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 Restricted Subsidiaries to make any payments required under the assets of such Subsidiary subject to such Lien)Loan Documents.

Limitation on Negative Pledge Clauses. Enter into or suffer to ------------------------------------- exist or become effective any agreement that prohibits or limits the ability of the Holdings, either 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 AgreementAgreement any Canadian Security Documents, 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 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), (d) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries leases entered into in the ordinary course of business and (e) any agreements relating to Liens permitted under Section 11.3(g), 11.3(l), 11.3(n), 11.3(p), 11.3(q), 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 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 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)) or the Subordinated Seller Note (or any agreement governing any other Indebtedness permitted under Section 7.2(g)), (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 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 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 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 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 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 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 (including any Permitted Amendment), the other Loan Documents, or any Guarantee Obligations in respect of any of the foregoing, (b) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Replacement Facility or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of 183 the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebyby or the subject of such Indebtedness and the proceeds and products thereof), (cd) any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness permitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), (f) customary non-assignment provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by the Borrower and its Subsidiaries any Group Member of Intellectual Property in the ordinary course of business or consistent with past practice (in which case such any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (dh) customary provisions (including customary net worth provisions) in joint venture agreements leases, subleases, licenses and similar agreements sublicenses that restrict transfers the transfer thereof or the transfer of the assets ofsubject thereto by the lessee, sublessee, licensee or equity interests in, such joint venturesublicensee, (ei) agreements governing Indebtedness prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in contemplation of such Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (k) customary restrictions that arise in connection with any Disposition permitted by Sections 6.2(g)Section 6.5 applicable pending such Disposition solely to the assets subject to such Disposition, (hl) and customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business or consistent with past practice, (m) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or consistent with past practice, (provided thatn) agreements existing and as in effect on the Closing Date and described in Schedule 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the case good faith judgment of Parent, no more restrictive with respect to Parent or any Restricted Subsidiary than the then customary market terms for Indebtedness of such agreements governing Indebtedness permitted by Section 6.2(h)type, so long as Parent shall have determined in good faith that such prohibition restrictions would not, or limitation shall would not reasonably be effective only against expected to, restrict or impair, in any material respect, the property acquired thereby) ability of Parent 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 Restricted Subsidiaries to make any payments required under the assets of such Subsidiary subject to such Lien)Loan Documents.

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 the Borrower or 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 Indebtedness or Capital Lease Obligations (and any refinancing thereof permitted by Section 7.2(d)) 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 any agreements governing Indebtedness of business any Foreign Subsidiary permitted hereunder (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto)case, (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 any prohibition or limitation shall only be effective against the assets of such Foreign Subsidiary subject and its Foreign Subsidiaries), (d) customary provisions in leases provided that such restrictions apply only to the leased assets and (e) customary restrictions and conditions contained in agreements relating to a Disposition of assets (including the sale of any Subsidiary) pending such Lien)Disposition, provided that such restrictions and conditions apply only to the assets (or Subsidiary) that is to be Disposed of and such Disposition is permitted hereunder.

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 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 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 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(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).

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 (including any Permitted Amendment), the other Loan Documents, or any Guarantee Obligations in respect of any of the foregoing, (b) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Incremental Equivalent Debt, any Replacement Facility or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing (provided, that in the case of this clause (b), such prohibitions or limitations in documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness), (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Liens Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebyby or the subject of such Indebtedness and the proceeds and products thereof), (cd) any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness permitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), (f) customary non-assignment provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by the Borrower and its Subsidiaries any Group Member of Intellectual Property in the ordinary course of business or consistent with past practice (in which case such any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (dh) customary provisions (including customary net worth provisions) in joint venture agreements leases, subleases, licenses and similar agreements sublicenses that restrict transfers the transfer thereof or the transfer of the assets ofsubject thereto by the lessee, sublessee, licensee or equity interests in, such joint venturesublicensee, (ei) agreements governing Indebtedness prohibitions and limitations arising by operation of law, (j) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in contemplation of such Person becoming a Restricted Subsidiary and apply only to such 170 US-DOCS\73723759.13 Restricted Subsidiary, (k) customary restrictions that arise in connection with any Disposition permitted by Sections 6.2(g)Section 6.5 applicable pending such Disposition solely to the assets subject to such Disposition, (hl) and customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business or consistent with past practice, (m) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or consistent with past practice, (provided thatn) agreements existing and as in effect on the Closing Date and described in Schedule 6.11 or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the case good faith judgment of Parent, no more restrictive with respect to Parent or any Restricted Subsidiary than the then customary market terms for Indebtedness of such agreements governing Indebtedness permitted by Section 6.2(h)type, so long as Parent shall have determined in good faith that such prohibition restrictions would not, or limitation shall would not reasonably be effective only against expected to, restrict or impair, in any material respect, the property acquired thereby) ability of Parent 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 Restricted Subsidiaries to make any payments required under the assets of such Subsidiary subject to such Lien)Loan Documents.

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 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 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 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 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 with any agreement that Person any agreement, which prohibits or limits the ability of the any 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, 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 DocumentsAgreement, (b) agreements in effect on the Original Closing Date listed on Schedule 8.12, including, without limitation, the Senior Subordinated Notes Indenture, or any refinancing, refunding, renewal or extension thereof which is permitted hereunder, (c) customary non-assignment provisions under contracts to the extent such provisions prohibit or limit the ability to grant a Lien on the rights under such contracts, (d) restrictions on xxxxxxxx Xxxns on assets under agreements to sell or otherwise dispose of such assets, (e) the Senior Subordinated 1997 Notes Indenture, or any refinancing, refunding, renewal or extension thereof which is permitted hereunder, (f) the Senior Subordinated 2002 Notes Indenture, or any refinancing, refunding, renewal or extension thereof which is permitted hereunder, (g) agreements governing Indebtedness permitted by subsection 8.2(e) and (h) agreements governing any purchase money Liens or Capital Lease Obligations Financing Leases 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 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 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 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 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 the Borrower or any agreements governing of its Subsidiaries in connection with any purchase money Liens Permitted Acquisition permitted in Section 6.6 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 6.1 or any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger or amalgamation 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 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) or 6.2(x), 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, 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 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 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(p) (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)) or the Subordinated Seller Note (or any agreement governing any other Indebtedness permitted under Section 7.2(h)), (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), 7.3(k), 7.3(n), 7.3(p), 7.3(q) 7.3(r), 7.3(v) or 7.3(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 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 104 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 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).