Common use of Negative Pledge Clauses Clause in Contracts

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any 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 its obligations under the Loan Documents to which it is a party 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreement.

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 Group Member 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 its obligations under the Loan Documents to which it is a party 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or any agreements governing any Indebtedness permitted under Section 7.2 (in which case any prohibition or limitation shall permit the obligation of the Borrower and its Subsidiaries in respect of the Loan Documents (any extension, renewal, refunding, refinancing, replacement or increase thereof) to be secured by any and all of the assets of the Borrower and its Subsidiaries), (c) agreements containing customary provisions restricting subletting any instrument governing Acquired Debt or assignment Capital Stock of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Acquired Debt was incurred or such Capital Stock was issued or incurred or its terms amended in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the property or any Person, other than the Person or the property of the Person, so acquired and (d) customary non-assignment provisions in leases entered into in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance business and consistent with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementpast practices.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any 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 its obligations under the Loan Documents to which it is a party Obligations other than (a) this Agreement and the other Loan Documents, (b) the Tranche A Term Loan Agreement, (c) the Senior Subordinated Note Indenture, (d) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ce) any agreements containing customary provisions restricting subletting with respect to Indebtedness incurred by the Excluded Subsidiaries and permitted under Sections 6.02 imposing any such prohibitions or assignment limitations on Excluded Subsidiaries, (f) any agreement arising pursuant to the Company Voluntary Arrangements, (g) any agreements binding any Person which becomes a Subsidiary or is merged into any Group Member after the date of this Agreement, provided that such agreement was in existence on the date such Person became a Subsidiary of, or merged into, such Group Member and was not entered into in contemplation of such Person becoming a Subsidiary of, or merging into, such Group Member, (h) any lease governing Permitted Receivables Facility Documents, and (i) any agreements to which any Subsidiary that is not a leasehold interest wholly-owned Subsidiary is a party that prohibit or limit the ability of the Borrower such Subsidiary or any of its Subsidiaries entered into in the ordinary course of businessto create, (d) agreements containing customary provisions restricting assignment of incur, assume or suffer to exist any contract entered into by the Borrower or Lien upon any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements property or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementrevenues.

Negative Pledge Clauses. Enter The Parent Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Global 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 its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) Indebtedness of the Parent Borrower under notes, bonds, debentures or other similar instruments existing on the Closing Date, any Permitted Refinancing Indebtedness related thereto and any Indebtedness otherwise permitted under Section 7.2(i), (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) agreements containing software and other intellectual property licenses pursuant to which any Global Group Member is the licensee of the relevant software or intellectual property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets or rights subject of the applicable license and/or the license itself), (e) Contractual Obligations incurred in the ordinary course of business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation or the assignment of rights thereunder, (f) prohibitions and limitations imposed by law or in effect on the date hereof and listed on Schedule 7.9, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (dh) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the subletting or assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of businesslease governing a leasehold interest, (fi) agreements containing customary restrictions and conditions contained in any restriction or encumbrance with respect to a Subsidiary imposed pursuant agreement relating to an asset sale permitted by Section 7.4 or 7.5 and (j) any agreement that has been entered into for in effect at the sale or disposition of all or substantially all of the Capital Stock or assets of such time any Person becomes a Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets agreement was not entered into in contemplation of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this AgreementPerson becoming a Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member 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 its obligations under the Loan Documents to which it is a party 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any restrictions or conditions contained in agreements containing relating to the sale or other disposition of a Subsidiary or property of a Subsidiary pending such sale or disposition, provided such restrictions and conditions apply only to the Subsidiary or property that is to be sold or disposed of and such sale or disposition is permitted hereunder, (d) any restrictions or conditions imposed by any agreement relating to secured obligations permitted by this Agreement (including secured obligations set forth on Schedule 6.2(a)) if such restrictions or conditions apply only to the property or assets securing such obligations, (e) any customary provisions prohibitions or conditions in leases and other contracts restricting the assignment or subletting thereof, (f) any prohibitions or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries conditions in contracts entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions business restricting the assignment of licensing agreementsthereof, management agreements or franchise agreements entered into by (g) the Borrower or any of its Subsidiaries Bridge Loan Documents, (h) provisions in the ordinary course of businessprincipal lease, (f) service or operating agreements containing any restriction and power purchase agreements pertaining to Projects or encumbrance with respect the partnership and financing agreements relating to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryProjects, so long as in each case such sale lease, service, operating, power purchase, partnership or disposition of all financing agreement is subject to usual and customary terms and is otherwise permitted to be entered into hereunder and (i) any restrictions or substantially all of the Capital Stock conditions contained in (x) Swap Agreements or assets of such Subsidiary is Commodity Hedge Agreements permitted under this Agreement, Agreement or (gy) agreements containing restrictions on the transfer of for any asset pending the close of the sale of such asset Eligible Commodity Hedge Financing or Unsecured Commodity Liquidity Facility permitted under Section 6.1(n), in each case so long as such sale is permitted under this Agreement applicable restrictions or conditions are no more restrictive, taken as a whole and (h) agreements containing in the reasonable judgment of the Borrower, than the corresponding restrictions with respect to Foreign Subsidiaries or conditions in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreement.

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 Group Member Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesCollateral, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (ai) Requirements of Law, (ii) this Agreement and the other Loan Documents, (biii) the ABL Credit Agreement and the other ABL Loan Documents, (iv) the Supply and Offtake Documents, (v) the CanAm Financing, (vi) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and any proceeds thereof), (cvii) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Loan Party, (viii) customary provisions restricting assignment of any of its Subsidiaries agreement entered into by a Loan Party in the ordinary course of business, (dix) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.4 pending the consummation of such sale, (x) any agreement in effect at the time such Subsidiary becomes a Loan Party, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Loan Party, (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (xii) any Liens permitted pursuant to Section 6.2 in respect of assets subject thereto (other than Section 6.2(g), (h), (k), (l), (n), (t), (u), (v), (w), (y), (cc) and (dd)), (xiii) customary provisions in Joint Venture agreements containing and other similar agreements or written arrangements applicable to Joint Ventures permitted hereunder and applicable solely to such Joint Venture, (xiv) customary restrictions in leases, subleases, licenses, asset sale or similar agreements, including with respect to intellectual property and other similar agreements, otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (xv) customary provisions restricting assignment of any contract agreement or (xvi) restrictions on cash or other deposits imposed by customers under contracts entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements business or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is otherwise permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementhereunder.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Parent Borrower or any Group Member of its Material Subsidiaries (other than Excluded Subsidiaries and Project Finance Subsidiaries) to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Loan Documents to which it is a party Guaranty, other than (a) this Agreement and the other Loan Documents, (b) the Term Loan Credit Agreement, any Junior Loan Documents governing any Permitted Junior Loan Obligations or similar instruments governing any Refinancing Debt incurred to refinance the Term Loan Obligations or any other Junior Loan Obligations, (c) any agreements governing any purchase money Liens or Capital Lease Obligations Capitalized Leases or other secured Indebtedness otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby or securing such Indebtedness), (cd) agreements containing customary non-assignment provisions restricting subletting in any contract or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course Ordinary Course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of businessBusiness and consistent with past practices, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower applicable law or any applicable rule, regulation, or order of its Subsidiaries in the ordinary course of businessany Governmental Authority, (f) agreements containing any restriction or encumbrance provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, and other similar agreements, (g) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Ordinary Course of Business, (h) any agreement in effect at the time such Subsidiary becomes a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryParent Borrower, so long as such sale agreement was not entered into in connection with or disposition in contemplation of all such Person becoming a Subsidiary of Parent Borrower and is not applicable to any Person, or substantially all of the Capital Stock properties or assets of any Person, other than such Subsidiary is permitted under this Agreementor such Subsidiary’s properties and assets, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (hi) agreements containing restrictions with respect to Foreign Subsidiaries any instrument governing Indebtedness assumed in connection with financing arrangements for their benefit that are any acquisition of any Person or asset and not otherwise prohibited under this Agreementincurred in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired.

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 Group Member of its Material Subsidiaries (other than Excluded Subsidiaries and Project Finance Subsidiaries) to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Loan Documents to which it is a party Guaranty, other than (a) this Agreement and the other Loan Documents, (b) the ABL Credit Agreement or any other Credit Facility or Permitted Refinancing Indebtedness thereof, (c) any agreements governing any purchase money Liens or Capital Lease Obligations Capitalized Leases or other secured Indebtedness otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby or securing such Indebtedness), (cd) agreements containing customary non-assignment provisions restricting subletting in any contract or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course Ordinary Course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of businessBusiness and consistent with past practices, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower applicable law or any applicable rule, regulation, or order of its Subsidiaries in the ordinary course of businessany Governmental Authority, (f) agreements containing any restriction or encumbrance provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, and other similar agreements, (g) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Ordinary Course of Business, (h) any agreement in effect at the time such Subsidiary becomes a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryBorrower, so long as such sale agreement was -not entered into in connection with or disposition in contemplation of all such Person becoming a Subsidiary of Borrower and is not applicable to any Person, or substantially all of the Capital Stock properties or assets of any Person, other than such Subsidiary is permitted under this Agreementor such Subsidiary’s properties and assets, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (hi) agreements containing restrictions with respect to Foreign Subsidiaries any instrument governing Indebtedness assumed in connection with financing arrangements for their benefit that are any acquisition of any Person or asset and not otherwise prohibited under this Agreementincurred in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of TWTC or any Group Member 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 its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) the Time Warner Arrangements, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) any agreements containing governing any Investment in any joint venture or partnership that limit the ability to grant a security interest in the Capital Stock of such joint venture or partnership so long as such Capital Stock is pledged to the Collateral Agent in an indirect manner reasonably satisfactory to the Collateral Agent, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries restrictions entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by business with respect to Intellectual Property that limit the Borrower or any of its Subsidiaries ability to grant a security interest in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of businesssuch Intellectual Property, (f) any agreements containing governing any restriction leasehold interest (including any rights of way, colocation agreements and other similar such interests in real estate, and agreements existing on the Closing Date granting or encumbrance with respect otherwise providing for an indefeasible right of use in fiber or conduits or providing for joint construction or marketing of fiber or conduits) or building entry agreements that limit the ability to grant a Subsidiary imposed pursuant to an agreement that has been entered into for the sale security interest in such leasehold interest or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreementbuilding entry agreements, (g) agreements containing restrictions on with customers for the transfer provision of services that limit the ability to grant a security interest in such agreements (but not amounts receivable or any asset pending the close money or other amounts due or to become due or other right of the sale of such asset so long as such sale is permitted under this Agreement and payment resulting from those agreements); (h) the Indentures (or any indenture governing any Refinancing of the High Yield Notes or any indenture governing any Refinancing of any such refinancing Indebtedness) and (i) any agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementgoverning any acquired Indebtedness permitted by Section 7.2(i).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any 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 its obligations under the Loan Documents to which it is a party other than (a) applicable law, (b) this Agreement and the other Loan Documents, (bc) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) agreements containing customary provisions restricting subletting or assignment of the documentation governing the Term Loan Facility (which shall not contain any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of businessrestriction covered by this Section which is materially more restrictive than this Agreement), (d) agreements containing customary provisions restricting assignment of the documentation governing the European Facility (with any contract entered into by restrictions to apply only to the Borrower or any of its Subsidiaries which participate in the ordinary course of businessEuropean Facility), (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of businessExisting Indenture, (f) agreements containing any restriction or encumbrance agreement with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to the properties and revenues of such Foreign Subsidiary or any Wholly Owned Subsidiary of such Foreign Subsidiary, (g) any arrangement or agreement arising in connection with a Disposition permitted under this Agreement so long as such restrictions apply only to the asset to be Disposed of pending completion of such Disposition, (h) any agreement with respect to the Indebtedness of any Person existing at the time such Person becomes a Subsidiary imposed pursuant after the date hereof so long as such prohibitions or limitations are only with respect to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets properties and revenues of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement(i) customary restrictions in leases, subleases, licenses and sublicenses, (gj) agreements containing restrictions on applicable to Joint Ventures pursuant to the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement joint venture agreements, and (hk) agreements containing restrictions with respect applicable to Foreign Subsidiaries in connection with financing arrangements for the TMD Entities under their benefit that are not otherwise prohibited under this Agreementorganizational documents.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien securing the Obligations upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than than: (a) this Agreement and the other Loan Documents, ; (b) any restrictions imposed by any agreements governing any secured Indebtedness (including any purchase money Liens or Capital Lease Obligations Obligations) otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (c) any restrictions imposed by agreements containing governing a Disposition permitted under Section 7.5, provided that such prohibition or limitation relates solely to property to be disposed of; (d) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest interest; (f) customary provisions restricting assignment of the Borrower or any of its Subsidiaries agreement entered into in the ordinary course of business, ; (dg) agreements containing any restrictions imposed by Requirement of Law; (h) customary provisions restricting assignment in joint venture agreements or similar agreements or the organizational documents of Subsidiaries that are not Wholly Owned Subsidiaries; and (i) any contract entered into by agreement in effect at the time a Person becomes a Subsidiary of the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into assets governed by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an such agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiaryare acquired, so long as such sale or disposition of all or substantially all of the Capital Stock or assets agreement was not entered into in contemplation of such Person becoming a Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of or such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementassets being acquired.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Group Member 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, acquired for the benefit of the Lenders with respect to secure its obligations under the Loan Documents to which it is a party Obligations 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (e) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (f) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of a Group Member, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary, so long as such sale agreement was not entered into in contemplation of such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or disposition of all restriction is not applicable to any Person, or substantially all of the Capital Stock Properties or assets of such Subsidiary is any Person, other than the Person or the Properties or assets of the Person so acquired, (vi) exists on the Closing Date and are listed on Schedule 7.12, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent permitted under this Agreement, (gviii) agreements containing restrictions on exists or is imposed pursuant to the transfer of Revolving Loan Documents or (ix) is imposed by any asset pending amendments or refinancings that are otherwise permitted by the close of Loan Documents or the sale of contracts, instruments or obligations referred to in this Section 7.12; provided that such asset so long as such sale is permitted under this Agreement amendments and (h) agreements containing restrictions refinancings are no more materially restrictive with respect to Foreign Subsidiaries such prohibitions and limitations than those in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementeffect prior to such amendment or refinancing (as determined in good faith and certified in writing to the Administrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any 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 its obligations under the Loan Documents to which it is a party acquired other than (ai) this Agreement and the other Loan Documents, (bii) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ciii) agreements containing customary provisions restricting subletting or assignment of the Term Loan Documents, any lease documents governing a leasehold interest of the Borrower or any of its Subsidiaries entered into Incremental Equivalent Debt (as defined in the ordinary course of businessTerm Loan Agreement) and any Permitted Refinancing thereof, (div) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (v) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vi) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (vii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 7.02(c) or the sale of any property permitted under Section 7.02(d), (C) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (D) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such sale agreement was not entered into in contemplation of such Person becoming a Subsidiary, (E) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or disposition of all restriction is not applicable to any Person, or substantially all of the Capital Stock Property or assets of such Subsidiary any Person, other than the Person or the Property or assets of the Person so acquired or (F) is imposed by any amendments or refinancings that are otherwise permitted under this Agreementby the Loan Documents or the contracts, instruments or obligations referred to in clause (ii), (giii), (iv), (v), (vi), (vii)(D) agreements containing restrictions on the transfer of any asset pending the close of the sale of or (vii)(E); provided that such asset so long as such sale is permitted under this Agreement amendments and (h) agreements containing restrictions refinancings are no more materially restrictive with respect to Foreign Subsidiaries such prohibitions and limitations than those in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementeffect prior to such amendment or refinancing (as determined in good faith and, if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any Group Member 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 its obligations under the Loan Credit Documents to which it is a party other than (a) this Agreement and the other Loan Credit Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations secured Indebtedness otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)) but excluding any Permitted Acquisition Debt, (c) agreements containing an agreement prohibiting only the creation of Liens securing Subordinated Indebtedness, (d) pursuant to applicable law, (e) restrictions by reason of customary provisions restricting assignments, subletting or assignment other transfers contained in leases, licenses and other similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, or similar agreements, as the case may be), (f) any prohibition or limitation that consists of customary restrictions and conditions contained in any agreement relating to the sale or sale-leaseback of any lease property permitted under this Agreement, (g) documents, agreements or constituent documents governing joint ventures, (h) any agreement in effect at the time a leasehold interest Subsidiary becomes a Subsidiary of the Borrower Company or any of its Subsidiaries as long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Company, (i) agreements permitted under subsection 8.12, and (j) customary non-assignment provisions in contracts entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreement.

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 Group Member of its Subsidiaries (other than Excluded Subsidiaries) to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any guarantor, its obligations under the Loan Documents to which it is a party Subsidiary Guaranty, other than (a) this Agreement and the other Loan Documents, (b) the Indentures or any indenture or similar instrument governing any Refinancing Debt, (c) any agreements governing any purchase money Liens or Capital Lease Obligations Capitalized Leases or other secured Indebtedness otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby or securing such Indebtedness), (cd) agreements containing customary non assignment provisions restricting subletting in any contract or assignment lease entered into in the ordinary course of business and consistent with past practices, (e) applicable law or any applicable rule, regulation, or order of any lease governing a leasehold interest Governmental Authority, (f) provisions with respect to the disposition or distribution of the Borrower assets or any of its Subsidiaries property in joint venture agreements, asset sale agreements, stock sale agreements, and other similar agreements entered into in the ordinary course of business, (dg) agreements containing customary provisions restricting assignment of any contract restrictions on cash or other deposits or net worth imposed by customers under contracts entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (eh) agreements containing customary provisions restricting any agreement in effect at the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to time such Subsidiary becomes a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryBorrower, so long as such sale agreement was not entered into in connection with or disposition in contemplation of all such Person becoming a Subsidiary of Borrower and is not applicable to any Person, or substantially all of the Capital Stock properties or assets of any Person, other than such Subsidiary is permitted under this Agreementor such Subsidiary’s properties and assets, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (hi) agreements containing restrictions with respect to Foreign Subsidiaries any instrument governing Indebtedness assumed in connection with financing arrangements for their benefit that are any acquisition of any Person or asset and not otherwise prohibited under this Agreementincurred in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of TWTC or any Group Member 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 its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) the Time Warner Arrangements, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) any agreements containing customary provisions restricting subletting or assignment governing any Investment in any joint venture that limit the ability to grant a security interest in the Capital Stock of any lease governing a leasehold interest such joint venture so long as such Capital Stock is pledged to the Administrative Agent, for the ratable benefit of the Borrower or any of its Subsidiaries Lenders, in an indirect manner satisfactory to the Administrative Agent, (e) customary restrictions entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by business with respect to Intellectual Property that limit the Borrower or any of its Subsidiaries ability to grant a security interest in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of businesssuch Intellectual Property, (f) any agreements containing governing any restriction or encumbrance with respect to a Subsidiary imposed leasehold interest (including any rights of way, colocation agreements and other similar such interests in real estate, and agreements assumed pursuant to the GST Asset Purchase Agreement granting an agreement indefeasible right of use in fiber or conduits or providing for joint construction or marketing of fiber or conduits) or building entry agreements that has been entered into for limit the sale ability to grant a security interest in such leasehold interest or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreementbuilding entry agreements, (g) agreements containing restrictions on with customers for the transfer provision of services that limit the ability to grant a security interest in such agreements (but not amounts receivable or any asset pending the close money or other amounts due or to become due or other right of the sale of such asset so long as such sale is permitted under this Agreement and payment resulting from those agreements), (h) the Indenture and (i) the agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementgoverning the Additional Financing.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any 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 its obligations under the Loan Documents to which it is a party acquired 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease agreement governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of businessPermitted Sale Leaseback, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (f) any licenses in connection with the Subject IP, (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such sale agreement was not entered into in contemplation of such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or disposition of all restriction is not applicable to any Person, or substantially all of the Capital Stock Property or assets of such Subsidiary any Person, other than the Person or the Property or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted under this Agreementby the Loan Documents or the contracts, instruments or obligations referred to in clause (b), (c), (d), (e), (f), (g), (h)(iv) agreements containing restrictions on the transfer of any asset pending the close of the sale of or (h)(v); provided, that such asset so long as such sale is permitted under this Agreement amendments and (h) agreements containing restrictions refinancings are no more materially restrictive with respect to Foreign Subsidiaries such prohibitions and limitations than those in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementeffect prior to such amendment or refinancing (as determined in good faith and, if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter The Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any Group Member Material Subsidiary that is a Domestic Subsidiary to create, incur, incur or assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than than: (a) this Agreement and Agreement, the other Loan Documents, Documents and any agreement in effect or entered into on the Closing Date; (b) any agreement relating to Indebtedness of the Borrower or any Subsidiary which in the good faith judgment of the Borrower is either substantially consistent with the arrangements under financing agreements and arrangements in effect on the date hereof or at least as favorable as customary market terms taken as a whole on the date of issuance thereof for issuers with a similar credit rating, (c) any agreements governing any Liens, (including without limitation purchase money Liens or Liens, Capital Lease Obligations otherwise and Sale-Leaseback Transactions) permitted hereby or Indebtedness permitted under by Section 7.2(d) 7.2 (in which case, any prohibition or limitation shall only be effective against the assets financed encumbered thereby); (d) software and other intellectual property licenses pursuant to which the Borrower or any Material Subsidiary is the licensee of the relevant software or intellectual property, as the case may be (cin which case, any prohibition or limitation shall relate only to the assets or rights subject of the applicable license and/or the license itself); (e) agreements containing Contractual Obligations incurred in the ordinary course of business and on customary provisions restricting subletting terms which limit Liens on the assets subject of the applicable Contractual Obligation or the assignment of rights thereunder; (f) restrictions by reason of any lease governing a leasehold interest of applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower or any of its Subsidiaries or any of their businesses; (g) customary restrictions and conditions contained in any agreement relating to an asset sale not prohibited by Section 7.3; (h) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; (i) any agreement for the direct or indirect disposition of Capital Stock of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; (i) any agreement that restricts in a customary manner the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) any restriction by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Subsidiary not otherwise prohibited by this Agreement, (iii) mortgages, pledges or other security agreements to the extent restricting the transfer of the property or assets subject thereto, (iv) any reciprocal easement agreements containing customary provisions restricting dispositions of real property interests, (v) agreements with customers or suppliers entered into in the ordinary course of business that impose restrictions with respect to cash or other deposits or net worth, (vi) customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and joint venture and other similar agreements entered into in the ordinary course of business, ) or (dvii) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower restrictions that arise or any of its Subsidiaries are agreed to in the ordinary course of business, (e) agreements containing customary provisions restricting business and do not detract from the assignment value of licensing agreements, management agreements property or franchise agreements entered into by assets of the Borrower or any Subsidiary in any manner material to the Borrower or such Subsidiary; (k) any agreement evidencing any replacement, renewal, extension or refinancing of its Subsidiaries any of the foregoing (or of any agreement described in this clause (k)); provided that such agreement contains restrictions and conditions not materially more restrictive (taken as a whole) than the restrictions and conditions contained in the ordinary course of businessagreement so replaced, renewed, extended or refinanced; and (fl) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementthe Subsidiary Credit Facility.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member (other than the Insurance Subsidiary) to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired to secure its obligations under the Loan Documents to which it is a party other than (a) (i) this Agreement and Agreement, the other Loan Documents and the Term Loan Documents, (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2 to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not materially more restrictive (taken as a whole) than the Loan Documents (as conclusively determined by the Borrower in good faith) and (iii) any agreement governing any Permitted Refinancing Indebtedness in respect of the Loans, the Term Loans or Indebtedness incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not materially more restrictive (taken as a whole) than the Loan Documents, the Term Loan Documents or the documents governing the Indebtedness being refinanced, as applicable (as conclusively determined by the Borrower in good faith), (b) any agreements governing any purchase money Liens or Capital Finance Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing any agreement in effect at the time any Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such prohibition or limitation applies only to such Restricted Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.13 contained therein, (d) customary provisions restricting subletting assignments, subletting, sublicensing, pledging or assignment of any lease governing a leasehold interest of other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the Borrower property or any of its Subsidiaries assets subject to such leases, subleases, licenses or sublicenses, as the case may be, (e) (i) restrictions imposed by applicable law and (ii) contractual encumbrances or restrictions in effect on the Closing Date and listed on Schedule 7.13, (f) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (dg) agreements containing customary provisions restricting assignment of any contract agreement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (eh) agreements containing customary restrictions and conditions contained in the document relating to any Lien other than relating to Indebtedness, so long as (i) such Lien is a Lien permitted by Section 7.3 and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 7.13, (i) customary net worth provisions restricting the assignment of licensing agreements, management agreements or franchise agreements contained in real property leases entered into by the Group Members, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Group Members to meet their ongoing obligations, (j) restrictions on cash or any of its Subsidiaries other deposits imposed by customers under contracts entered into in the ordinary course of business, business and (fk) customary restrictions and conditions contained in agreements containing any restriction or encumbrance with respect relating to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreement.a 114 509265-2041-31349836.23

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Parent Borrower or any Group Member of its Material Subsidiaries (other than Excluded Subsidiaries and Project Finance Subsidiaries) to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Loan Documents to which it is a party Guaranty, other than (a) this Agreement and the other Loan Documents, (b) the Term Loan Credit Agreement, any Junior Loan Documents governing any Permitted Junior Loan Obligations or similar instruments governing any Refinancing Debt incurred to refinance the Term Loan Obligations or any other Junior Loan Obligations, (c) any agreements governing any purchase money Liens or Capital Lease Obligations Capitalized Leases or other secured Indebtedness otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby or securing such Indebtedness), (cd) agreements containing customary non- assignment provisions restricting subletting in any contract or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course Ordinary Course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of businessBusiness and consistent with past practices, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower applicable law or any applicable rule, regulation, or order of its Subsidiaries in the ordinary course of businessany Governmental Authority, (f) agreements containing any restriction or encumbrance provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, and other similar agreements, (g) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Ordinary Course of Business, (h) any agreement in effect at the time such Subsidiary becomes a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryParent Borrower, so long as such sale agreement was not entered into in connection with or disposition in contemplation of all such Person becoming a Subsidiary of Parent Borrower and is not applicable to any Person, or substantially all of the Capital Stock properties or assets of any Person, other than such Subsidiary is permitted under this Agreementor such Subsidiary’s properties and assets, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (hi) agreements containing restrictions with respect to Foreign Subsidiaries any instrument governing Indebtedness assumed in connection with financing arrangements for their benefit that are any acquisition of any Person or asset and not otherwise prohibited under this Agreementincurred in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member 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 its obligations Obligations under the Loan Documents and Bank Services Agreements to which it is a party party, other than (a) this Agreement and the other Loan DocumentsDocuments and any Bank Services Agreement, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or restrictions on the assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of businessleases, licenses and other agreements, (d) agreements containing customary provisions restricting assignment any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as (i) any contract entered into by the Borrower or such prohibition contained in any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance such agreement applies solely with respect to the creation, incurrence, assumption or sufferance by such Subsidiary of a Lien upon Excluded Assets, and (ii) such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary imposed pursuant to an or, in any such case, that is set forth in any agreement that has been entered into for the sale or disposition of all or substantially all evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the Capital Stock or assets of such Subsidiaryforegoing, so long as such sale amendment, restatement, supplement, modification, extension, renewal or disposition of all or substantially all of the Capital Stock or assets of replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 7.3(c), (m), (n) and (p) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted under by any other provision of this AgreementAgreements (in each case, (g) agreements containing restrictions on provided that any such restriction relates only to the transfer of any asset pending the close of the sale of assets or property subject to such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this AgreementLien or being Disposed).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member (other than the Insurance Subsidiary) to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, acquired to secure its obligations under the Loan Documents to which it is a party other than (a) (i) this Agreement and Agreement, the other Loan Documents and the ABL Loan Documents, (ii) any agreement governing any Indebtedness incurred pursuant to Section 7.2 to the extent such prohibition or limitation is customary in agreements governing Indebtedness of such type and in any event so long as such agreement is not materially more restrictive (taken as a whole) than the Loan Documents (as conclusively determined by the Borrower in good faith) and (iii) any agreement governing any Permitted Refinancing Indebtedness in respect of the Loans, the ABL Loans or Indebtedness incurred pursuant to Section 7.2, in each case, with respect to this clause (iii), so long as any such agreement is not materially more restrictive (taken as a whole) than the Loan Documents, the ABL Loan Documents or the documents governing the Indebtedness being refinanced, as applicable (as conclusively determined by the Borrower in good faith), (b) any agreements governing any purchase money Liens or Capital Finance Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing any agreement in effect at the time any Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such prohibition or limitation applies only to such Restricted Subsidiary (and, if applicable, its Subsidiaries) and such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.13 contained therein, (d) customary provisions restricting subletting assignments, subletting, sublicensing, pledging or assignment of any lease governing a leasehold interest of other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the Borrower property or any of its Subsidiaries assets subject to such leases, subleases, licenses or sublicenses, as the case may be, (e) (i) restrictions imposed by applicable law and (ii) contractual encumbrances or restrictions in effect on the Closing Date and listed on Schedule 7.13, (f) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (dg) agreements containing customary provisions restricting assignment of any contract agreement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (eh) agreements containing customary restrictions and conditions contained in the document relating to any Lien other than relating to Indebtedness, so long as (i) such Lien is a Lien permitted by Section 7.3 and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 7.13, (i) customary net worth provisions restricting the assignment of licensing agreements, management agreements or franchise agreements contained in real property leases entered into by the Group Members, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Group Members to meet their ongoing obligations, (j) restrictions on cash or any of its Subsidiaries other deposits imposed by customers under contracts entered into in the ordinary course of business, business and (fk) customary restrictions and conditions contained in agreements containing any restriction or encumbrance with respect relating to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of a Restricted Subsidiary or any assets pending such asset so long as sale, provided that such restrictions or conditions apply only to the Restricted Subsidiary or assets that is to be sold and such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementhereunder.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member 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 its obligations Obligations under the Loan Documents to which it is a party 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby (it being understood that individual financings of specific equipment provided by one lender may be cross collateralized to other financings of specific equipment provided by such lender or its affiliates)), (c) any encumbrances or restrictions pursuant to mortgages, pledges or other security agreements containing customary provisions restricting subletting securing Indebtedness or assignment other obligations of any lease governing a leasehold interest of Holdings, the Borrower or any of its their respective Subsidiaries entered into permitted pursuant to Section 7.2(d), (e), (f), (h), (i), (k), (p), (q), (r) or (s) so long as such restriction does not prohibit or limit the granting of Liens on any assets of any Loan Party of the type constituting Collateral in favor of the Administrative Agent or the Lenders, (d) customary restrictions on the assignment of leases, licenses and other agreements, (e) any encumbrances or restrictions that arise or are agreed to in the ordinary course of businessbusiness and do not materially detract from the value of the Collateral of Holdings, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of businesstheir respective Subsidiaries, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, and/or (f) agreements containing restrictions set forth in documentation governing permitted Indebtedness of any restriction Subsidiary that is not a Loan Party, solely to the extent such restrictions or encumbrance with respect limitations apply to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreement.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Borrower or any Group Member 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 its obligations under this Agreement or the other Loan Documents to which it is a party (regardless of amount) 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) pursuant to Contractual Obligations assumed in connection with Investments (but not created in contemplation thereof) so long as the maximum aggregate liabilities of Holdings, the Borrower and its Subsidiaries pursuant thereto do not exceed $10,000,000 at any time, (d) any agreement governing Indebtedness of Holdings permitted hereby, or Indebtedness of a Qualified Parent Company, so long as such restrictions are no more onerous in any material respect than those contained in the CCH Senior Note Indenture as in effect on the Restatement Effective Date (other than restrictions based on satisfying a leverage ratio condition), (e) the prohibitions and limitations on the LaGrange Entities pursuant to the LaGrange Documents, (f) pursuant to agreements containing governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (g) as contained in the Holdings Credit Documents as in effect on or shortly after the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(q) so long as such restrictions are not more onerous in any material respect than those contained in the Holdings Credit Documents as in effect on or shortly after the Restatement Effective Date, (h) as contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture and the related collateral and guarantee agreement as in effect on the Restatement Effective Date, (i) as contained in any QPC Indenture as in effect on the Restatement Effective Date, (j) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries in leases and licenses entered into in the ordinary course of businessbusiness or as required in any franchise permit, (dk) agreements containing customary provisions restricting assignment restrictions in an agreement to Dispose of any contract entered into by assets in a transaction permitted under Section 7.5 solely to the Borrower or any of its Subsidiaries extent that such restriction applies solely to the assets to be so Disposed and (l) as contained in the ordinary course of business, (e) agreements containing customary provisions restricting Silo Credit Agreements or the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries Silo Guarantee and Collateral Agreements as in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions effect on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this AgreementRestatement Effective Date.

Negative Pledge Clauses. Enter into or suffer to exist or ----------------------------- become effective any agreement that prohibits or limits the ability of TWTC or any Group Member 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 its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) the Time Warner Arrangements, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) any agreements containing customary provisions restricting subletting or assignment governing any Investment in any joint venture that limit the ability to grant a security interest in the Capital Stock of any lease governing a leasehold interest such joint venture so long as such Capital Stock is pledged to the Administrative Agent, for the ratable benefit of the Borrower or any of its Subsidiaries Lenders, in an indirect manner satisfactory to the Administrative Agent, (e) customary restrictions entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by business with respect to Intellectual Property that limit the Borrower or any of its Subsidiaries ability to grant a security interest in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of businesssuch Intellectual Property, (f) any agreements containing governing any restriction or encumbrance with respect to a Subsidiary imposed leasehold interest (including any rights of way, colocation agreements and other similar such interests in real estate, and agreements assumed pursuant to the GST Asset Purchase Agreement granting an agreement indefeasible right of use in fiber or conduits or providing for joint construction or marketing of fiber or conduits) or building entry agreements that has been entered into for limit the sale ability to grant a security interest in such leasehold interest or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreementbuilding entry agreements, (g) agreements containing restrictions on with customers for the transfer provision of services that limit the ability to grant a security interest in such agreements (but not amounts receivable or any asset pending the close money or other amounts due or to become due or other right of the sale of such asset so long as such sale is permitted under this Agreement and payment resulting from those agreements), (h) the Indenture and (i) the agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementgoverning the Additional Financing.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Group Member 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, acquired for the benefit of the Lenders with respect to secure its obligations under the Loan Documents to which it is a party Obligations 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (e) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (f) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of a Group Member, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary, so long as such sale agreement was not entered into in contemplation of such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or disposition restriction is not applicable to any Person, or the Property of all any Person, other than the Person or substantially all the Property of the Capital Stock or assets of such Subsidiary is Person so acquired, (vi) exists on the Effective Date and are listed on Schedule 7.12, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent permitted under this Agreement, (gviii) agreements containing restrictions on the transfer exists in any agreement governing Indebtedness of any asset pending the close of the sale of such asset a Restricted Subsidiary that is not a Loan Party that is permitted by Section 7.1 so long as such sale restriction is only applicable to the relevant Restricted Subsidiary that is not a Loan Party, (ix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (x) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Effective Date and permitted under this Agreement and (h) agreements containing restrictions Section 7.1 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to Foreign Subsidiaries the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in connection with financing arrangements for their benefit any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder, or (xi) is imposed by any amendments or refinancings that are not otherwise prohibited under permitted by the Loan Documents or the contracts, instruments or obligations referred to in this AgreementSection 7.12; provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or refinancing (as determined in good faith and certified in writing to the Administrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits (other than a dollar limit, provided that such dollar limit is sufficient in amount to allow at all times the Liens to secure the Obligations) the ability of the Company or any Group Member 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 its obligations under the Loan Credit Documents to which it is a party other than (a) this Agreement Agreement, the other Credit Documents and the other Loan DocumentsSenior Notes, (b) any agreements governing any purchase money Liens or Capital Lease Obligations secured Indebtedness otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby)) but excluding any Permitted Additional Debt, (c) agreements containing an agreement prohibiting only the creation of Liens securing Subordinated Indebtedness, (d) pursuant to applicable law, (e) restrictions by reason of customary provisions restricting assignments, subletting or assignment other transfers contained in leases, licenses and other similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, or similar agreements, as the case may be), (f) any prohibition or limitation that consists of customary restrictions and conditions contained in any agreement relating to the sale or sale-leaseback of any lease property permitted under this Agreement, (g) documents, agreements or constituent documents governing joint ventures, (h) any agreement in effect at the time a leasehold interest Subsidiary becomes a Subsidiary of the Borrower Company or any of its Subsidiaries as long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Company, (i) agreements permitted under subsection 8.12 and (j) customary non-assignment provisions in contracts entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreement.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Group Member 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, acquired for the benefit of the Lenders with respect to secure its obligations under the Loan Documents to which it is a party Obligations 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (e) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations, (f) agreements by a Permitted Joint Venture to limit Liens on its assets under the terms of any Non-Recourse Indebtedness of such Permitted Joint Venture or the organizational documents with respect to such Permitted Joint Venture and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of a Group Member, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary, so long as such sale agreement was not entered into in contemplation of such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or disposition of all restriction is not applicable to any Person, or substantially all of the Capital Stock Properties or assets of such Subsidiary is any Person, other than the Person or the Properties or assets of the Person so acquired, (vi) exists on the Closing Date and are listed on Schedule 7.10, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent permitted under this Agreement, or (gviii) agreements containing restrictions on is imposed by any amendments or refinancings that are otherwise permitted by the transfer of any asset pending Loan Documents or the close of the sale of contracts, instruments or obligations referred to in this Section 7.10; provided, that such asset so long as such sale is permitted under this Agreement amendments and (h) agreements containing restrictions refinancings are no more materially restrictive with respect to Foreign Subsidiaries such prohibitions and limitations than those in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementeffect prior to such amendment or refinancing (as determined in good faith and certified in writing to the Administrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings or any Group Member of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Loan Documents to which it is a party 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 or Indebtedness permitted under Section 7.2(d) by this Agreement (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and the proceeds thereof), (c) software and other Intellectual Property licenses pursuant to which Holdings or such Restricted Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be, (in which case, any prohibition or limitation shall relate only to the assets subject of the applicable license), (d) Contractual Obligations incurred in the ordinary course of business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation, (e) any agreements containing regarding Indebtedness or other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries), (f) prohibitions and limitations in effect on the Fourth Amendment Effective Date and listed on Schedule 7.13, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (dh) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (i) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Sections 7.4 or 7.5, (j) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (k) restrictions in any agreements containing or instruments relating to any Indebtedness permitted to be incurred by this Agreement (i) that are consistent with prevailing market practice for similar types of Indebtedness at the time such restrictions are incurred or (ii) to which the Administrative Agent has not objected after having been afforded a period of at least five Business Days to review such restrictions, (l) customary provisions restricting assignment of any contract agreement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement business and (hm) agreements containing restrictions with respect any documentation relating to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementany Permitted Receivables Financing.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Borrower or any Group Member 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 its obligations under this Agreement or the other Loan Documents to which it is a party (regardless of amount) 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) pursuant to Contractual Obligations assumed in connection with Investments (but not created in contemplation thereof) so long as the maximum aggregate liabilities of Holdings, the Borrower and its Subsidiaries pursuant thereto do not exceed $10,000,000 at any time, (d) any agreement governing Indebtedness of Holdings permitted hereby, or Indebtedness of a Qualified Parent Company, so long as such restrictions are no more onerous in any material respect than those contained in the CCH Senior Note Indenture as in effect on the Restatement Effective Date (other than restrictions based on satisfying a leverage ratio condition), (e) the prohibitions and limitations on the LaGrange Entities pursuant to the LaGrange Documents, (f) pursuant to agreements containing governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (g) as contained in the documents governing Indebtedness permitted under Section 7.2(g) as in effect on the Restatement Effective Date, (h) as contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (i) as contained in any QPC Indenture as in effect on the Restatement Effective Date, (j) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries in leases and licenses entered into in the ordinary course of businessbusiness or as required in any franchise permit, (dk) agreements containing customary provisions restricting assignment restrictions in an agreement to Dispose of any contract entered into by assets in a transaction permitted under Section 7.5 solely to the Borrower or any of its Subsidiaries extent that such restriction applies solely to the assets to be so Disposed and (l) as contained in the ordinary course of business, (e) agreements containing customary provisions restricting Silo Credit Agreements or the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries Silo Guarantee and Collateral Agreements as in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions effect on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this AgreementRestatement Effective Date.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member 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 its obligations under the Loan Documents to which it is a party 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any restrictions or conditions contained in agreements containing relating to the sale or other disposition of a Subsidiary or property of a Subsidiary pending such sale or disposition, provided such restrictions and conditions apply only to the Subsidiary or property that is to be sold or disposed of and such sale or disposition is permitted hereunder, (d) any restrictions or conditions imposed by any agreement relating to secured obligations permitted by this Agreement (including secured obligations set forth on Schedule 6.2(a)) if such restrictions or conditions apply only to the property or assets securing such obligations, (e) any customary provisions prohibitions or conditions in leases and other contracts restricting the assignment or subletting thereof, (f) any prohibitions or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries conditions in contracts entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions business restricting the assignment of licensing agreementsthereof, management agreements or franchise agreements entered into by (g) the Borrower or any of its Subsidiaries Exit Facility Documents, (h) provisions in the ordinary course of businessprincipal lease, (f) service or operating agreements containing any restriction and power purchase agreements pertaining to Projects or encumbrance with respect the partnership and financing agreements relating to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryProjects, so long as in each case such sale lease, service, operating, power purchase, partnership or disposition of all financing agreement is subject to usual and customary terms and is otherwise permitted to be entered into hereunder and (i) any restrictions or substantially all of the Capital Stock conditions contained in (x) Swap Agreements or assets of such Subsidiary is Commodity Hedge Agreements permitted under this Agreement, Agreement or (gy) agreements containing restrictions on the transfer of for any asset pending the close of the sale of such asset Eligible Commodity Hedge Financing or Unsecured Commodity Liquidity Facility permitted under Section 6.1(n), in each case so long as such sale is permitted under this Agreement applicable restrictions or conditions are no more restrictive, taken as a whole and (h) agreements containing in the reasonable judgment of the Borrower, than the corresponding restrictions with respect to Foreign Subsidiaries or conditions in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreement.

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 Group Member of its Material Subsidiaries (other than Excluded Subsidiaries and Project Finance Subsidiaries) to create, incur, assume or suffer to exist any Lien upon any of its property 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 Loan Documents to which it is a party Subsidiary Guaranty, other than (a) this Agreement and the other Loan Documents, (b) the Indentures or any indenture or similar instrument governing any Refinancing Debt, (c) any agreements governing any purchase money Liens or Capital Lease Obligations Capitalized Leases or other secured Indebtedness otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby or securing such Indebtedness), (cd) agreements containing customary non-assignment provisions restricting subletting in any contract or assignment lease entered into in the ordinary course of business and consistent with past practices, (e) applicable law or any applicable rule, regulation, or order of any lease governing a leasehold interest Governmental Authority, (f) provisions with respect to the disposition or distribution of the Borrower assets or any of its Subsidiaries property in joint venture agreements, asset sale agreements, stock sale agreements, and other similar agreements, (g) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (dh) agreements containing customary provisions restricting assignment of any contract entered into by agreement in effect at the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to time such Subsidiary becomes a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryBorrower, so long as such sale agreement was not entered into in connection with or disposition in contemplation of all such Person becoming a Subsidiary of Borrower and is not applicable to any Person, or substantially all of the Capital Stock properties or assets of any Person, other than such Subsidiary is permitted under this Agreementor such Subsidiary’s properties and assets, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (hi) agreements containing restrictions with respect to Foreign Subsidiaries any instrument governing Indebtedness assumed in connection with financing arrangements for their benefit that are any acquisition of any Person or asset and not otherwise prohibited under this Agreementincurred in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Group Member 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, acquired for the benefit of the Lenders with respect to secure its obligations under the Loan Documents to which it is a party Obligations 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (e) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (f) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of a Group Member, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary, so long as such sale agreement was not entered into in contemplation of such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or disposition of all restriction is not applicable to any Person, or substantially all of the Capital Stock Properties or assets of such Subsidiary is permitted under this Agreementany Person, other than the Person or the Properties or assets of the Person so acquired, (gvi) agreements containing restrictions exists on the transfer of any asset pending the close of the sale of Restatement EFFECTIVE DATE AND ARE LISTED ON SCHEDULE 7.12, (VII) ARE CUSTOMARY PROVISIONS IN JOINT VENTURE AGREEMENTS AND OTHER SIMILAR AGREEMENTS APPLICABLE TO JOINT VENTURES TO THE EXTENT PERMITTED UNDER THIS AGREEMENT, OR (VIII) IS IMPOSED BY ANY AMENDMENTS OR REFINANCINGS THAT ARE OTHERWISE PERMITTED BY THE LOAN DOCUMENTS OR THE CONTRACTS, INSTRUMENTS OR OBLIGATIONS REFERRED TO IN THIS SECTION 7.12; provided that such asset so long as such sale is permitted under this Agreement amendments and (h) agreements containing restrictions refinancings are no more materially restrictive with respect to Foreign Subsidiaries such prohibitions and limitations than those in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementeffect prior to such amendment or refinancing (as determined in good faith and certified in writing to the Administrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Group Member 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, acquired for the benefit of the Lenders with respect to secure its obligations under the Loan Documents to which it is a party Obligations 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (e) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (f) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of a Group Member, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary, so long as such sale agreement was not entered into in contemplation of such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or disposition of all restriction is not applicable to any Person, or substantially all of the Capital Stock Properties or assets of such Subsidiary is any Person, other than the Person or the Properties or assets of the Person so acquired, (vi) exists on the Closing Date and are listed on Schedule 7.12, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent permitted under this Agreement, or (gviii) agreements containing restrictions on is imposed by any amendments or refinancings that are otherwise permitted by the transfer of any asset pending Loan Documents or the close of the sale of contracts, instruments or obligations referred to in this Section 7.12; provided that such asset so long as such sale is permitted under this Agreement amendments and (h) agreements containing restrictions refinancings are no more materially restrictive with respect to Foreign Subsidiaries such prohibitions and limitations than those in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementeffect prior to such amendment or refinancing (as determined in good faith and certified in writing to the Administrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Hanover or any Group Member Subsidiary of Hanover 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 its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) the Equipment Lease Transactions and any Refinancing Indebtedness thereof (provided, that any limitation on Liens set forth in any Refinancing Indebtedness of the Equipment Lease Transactions shall be not be materially more onerous on Hanover and its Subsidiaries than the limitation which exists in the Equipment Lease Transactions on the date hereof), (c) any agreements governing any purchase money Liens or Capital Lease Obligations capital lease obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower Subsidiaries not directly owned by Hanover, HCLP or any of its Subsidiaries in the ordinary course of businessQualified Subsidiary, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Unqualified Subsidiaries in the ordinary course of business, with respect to Permitted Unqualified Subsidiary Indebtedness and (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement property or revenues that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long do not constitute Collateral (as such sale term is defined in the Guarantee and Collateral Agreement), negative pledges covering property or disposition of all revenues with a de minimis value; provided, that, notwithstanding Section 9, any negative pledge clauses covering properties or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, revenues that do not constitute Collateral may be cured within ninety (g90) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementdays.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any 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 its obligations under the Loan Documents to which it is a party acquired other than (a) this Agreement and Agreement, the other Loan Documents, any Permitted Secured Refinancing Debt or any Permitted Unsecured Refinancing Debt, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business[reserved], (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (f) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such sale agreement was not entered into in contemplation of such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or disposition of all restriction is not applicable to any Person, or substantially all of the Capital Stock Properties or assets of such Subsidiary any Person, other than the Person or the Properties or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted under this Agreementby the Loan Documents or the contracts, instruments or obligations referred to in clause (b), (gc), (d), (e), (f), (g)(iv) agreements containing restrictions on the transfer of any asset pending the close of the sale of or (g)(v); provided that such asset so long as such sale is permitted under this Agreement amendments and (h) agreements containing restrictions refinancings are no more materially restrictive with respect to Foreign Subsidiaries such prohibitions and limitations than those in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementeffect prior to such amendment or refinancing (as determined in good faith and, if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist Incur any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing the documents in respect of Indebtedness permitted pursuant to Sections 6.2(h), (p) and (r) (provided that (i) all such prohibitions and limitations shall only be effective against (A) the assets of the Group Member owning the Real Property that secures such Indebtedness and (B) not more than 51% of the Equity Interests of such Group Member in existence on the Closing Date and (ii) no such prohibitions and limitations shall be effective against the Equity Interests of any Group Member formed after the Closing Date unless the terms of Section 5.10(b) are complied with), (d) customary provisions restricting subletting or restrictions on the assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries leases and licenses entered into in the ordinary course of business, (de) agreements containing customary provisions restricting assignment any agreement relating to the sale of any contract entered into by property permitted under Section 6.5 pending the Borrower or any consummation of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of businesssuch sale, (f) agreements containing any restriction or encumbrance with respect to agreement in effect at the time a Person becomes a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryBorrower, so long as such sale or disposition agreement was not entered into in contemplation of all or substantially all such Person becoming a Subsidiary of the Capital Stock or assets of such Subsidiary is permitted under this AgreementBorrower, (g) agreements containing restrictions on in the transfer case of any asset pending joint venture which is not a Loan Party, such Person’s organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the close extent of the sale Equity Interests of such asset so long as such sale is permitted under this Agreement and or assets held in the subject joint venture or other entity, or (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementdescribed on Schedule 6.13.

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 Group Member of its Restricted 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 its obligations under the Loan Documents to which it is a party other than than: (a) this Agreement and the other Loan Documents, ; (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (c) agreements containing in connection with any Lien permitted under Section 7.3 or any document or instrument governing any such Lien, provided that such prohibition or limitation shall only be effective against the assets subject to such Lien; (d) pursuant to customary provisions restricting subletting or assignment restrictions and conditions contained in any agreement related to the sale of any lease governing a leasehold interest property permitted under Section 7.5, pending the consummation of such sale, provided that such prohibition or limitation shall only be effective against the Borrower assets to be sold; (e) customary non-assignment provisions in leases, licenses or any of its Subsidiaries other contracts entered into in the ordinary course of business, provided that such prohibition or limitation shall only be effective against the property which is the subject of such lease, license or other contract; (df) agreements containing customary provisions restricting assignment in connection with any Indebtedness outstanding on the date of any contract entered into acquisition of a Subsidiary by the Borrower or any of its Subsidiaries Restricted Subsidiaries, so long as such agreement was not entered into in contemplation of such Subsidiary being acquired and solely to the ordinary course extent such prohibition or limitations relates to the assets of business, such Subsidiary being acquired; and (eg) agreements containing customary provisions restricting the assignment of licensing pursuant to any joint venture agreements, management limited liability company operating agreements, partnership agreements or franchise stockholders agreements entered into by to the extent that the Borrower or any of its Subsidiaries Restricted Subsidiary was permitted by the Loan Documents to enter into such agreement and solely to the extent of the assets held in the ordinary course of business, (f) agreements containing any restriction joint venture or encumbrance with respect to a Subsidiary imposed pursuant to an agreement other entity that has been entered into for is the sale or disposition of all or substantially all of the Capital Stock or assets subject of such agreement or the Borrower's or such Subsidiary, so long as 's equity interest in such sale joint venture or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementother entity.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings, CC Operating or any Group Member 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 its obligations under the Loan Documents to which it is a party (without limitation as to amount), 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreements containing governing any Investment in any joint venture (other than a Subsidiary) that limit the ability to grant a security interest in the Capital Stock of such joint venture, (d) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries restrictions entered into in the ordinary course of businessbusiness with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property, (de) any agreements governing any leasehold interest that limit the ability to grant a security interest in such leasehold interest, (f) restrictions in the formation agreement of the GTE JV or in the organizational documents of any Subsidiary that is not a Wholly Owned Subsidiary that limit the ability to grant a security interest in the assets of such Person, (g) the Holdings Debt Agreements, (h) any agreements containing restrictions substantially comparable to those described in clause (g) above and governing any other Indebtedness of Holdings, (i) the Tower Notes Indenture Documents and (j) customary provisions restricting assignment of any contract in leases and other contracts entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions business restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementthereof.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of TWTC or any Group Member 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 its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) the Time Warner Arrangements, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) any agreements containing governing any Investment in any joint venture or partnership that limit the ability to grant a security interest in the Capital Stock of such joint venture or partnership so long as such Capital Stock is pledged to the Collateral Agent in an indirect manner reasonably satisfactory to the Collateral Agent, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries restrictions entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by business with respect to Intellectual Property that limit the Borrower or any of its Subsidiaries ability to grant a security interest in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of businesssuch Intellectual Property, (f) any agreements containing governing any restriction leasehold interest (including any rights of way, colocation agreements and other similar such interests in real estate, and agreements existing on the Closing Date granting or encumbrance with respect otherwise providing for an indefeasible right of use in fiber or conduits or providing for joint construction or marketing of fiber or conduits) or building entry agreements that limit the ability to grant a Subsidiary imposed pursuant to an agreement that has been entered into for the sale security interest in such leasehold interest or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreementbuilding entry agreements, (g) agreements containing restrictions on with customers for the transfer provision of services that limit the ability to grant a security interest in such agreements (but not amounts receivable or any asset pending the close money or other amounts due or to become due or other right of the sale of such asset so long as such sale is permitted under this Agreement payment resulting from those agreements) and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementthe Indentures (or any indenture governing any Refinancing of the Existing TWTC Senior Notes or the High Yield Notes or any indenture governing any Refinancing of any such refinancing Indebtedness).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any 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 its obligations under the Loan Documents to which it is a party acquired 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease agreement governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of businessPermitted Sale Leaseback, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (f) any licenses in connection with the Subject IP, (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such sale or disposition of all or substantially all of the Capital Stock or assets agreement was not entered into in contemplation of such Subsidiary is permitted under this AgreementPerson becoming a Subsidiary, (gv) agreements containing restrictions on the transfer of exists in any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries instrument governing Indebtedness assumed in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreement.any Permitted Acquisition, which encumbrance 91

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Borrower or any Group Member 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 its obligations under the Loan Documents to which it is a party Obligations other than pursuant to (a) this Agreement and the other Loan Credit Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations obligations under Capitalized Leases otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting any arrangement or assignment agreement arising in connection with a disposition permitted under this Agreement so long as such restrictions apply only to the asset to be disposed of any lease governing a leasehold interest pending completion of the Borrower or any of its Subsidiaries entered into in the ordinary course of businesssuch disposition, (d) agreements containing customary provisions restricting assignment any agreement with respect to the Debt of any contract entered into by Person existing at the Borrower time such Person becomes a Subsidiary after the date hereof so long as such prohibitions or any limitations apply only with respect to the properties and revenues of its Subsidiaries in the ordinary course of businesssuch Subsidiary, (e) agreements containing customary provisions restricting the assignment of licensing agreementsrestrictions in leases, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of businesssubleases, licenses and sublicenses, (f) agreements containing any agreement with respect to any Real Estate Financing Subsidiary so long as such prohibitions or limitations apply only with respect to the properties and revenues of such Real Estate Financing Subsidiary, (g) restrictions applicable to any Joint Venture pursuant to the applicable joint venture agreement so long as such restrictions apply only to the properties and revenues of such Joint Venture or the Capital Stock of such Joint Venture (and Borrower hereby agrees to use reasonable efforts to cause any such restriction in respect of the Capital Stock of such Joint Venture to be waived or encumbrance made inapplicable with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all Lien and security interest on such Capital Stock in favor of the Capital Stock or assets of such Subsidiary, so long Collateral Agent to secure the Secured Obligations) and (i) any restrictions existing as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this AgreementClosing Date.

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 Group Member 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 its obligations under the Loan Documents to which it is a party Obligations other than pursuant to (a) this Agreement and the other Loan Credit Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations obligations under Capitalized Leases otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in Subordinated Notes Indentures and the ordinary course of businessSenior Unsecured Notes Indenture, (d) agreements containing customary provisions restricting assignment any arrangement or agreement arising in connection with a disposition permitted under this Agreement so long as such restrictions apply only to the asset to be disposed of any contract entered into by the Borrower or any pending completion of its Subsidiaries in the ordinary course of businesssuch disposition, (e) agreements containing customary provisions restricting any agreement with respect to the assignment Debt of licensing agreements, management agreements any Person existing at the time such Person becomes a Subsidiary after the date hereof so long as such prohibitions or franchise agreements entered into by limitations apply only with respect to the Borrower or any properties and revenues of its Subsidiaries in the ordinary course of businesssuch Subsidiary, (f) agreements containing customary restrictions in leases, subleases, licenses and sublicenses, (g) any agreement with respect to any Real Estate Financing Subsidiary so long as such prohibitions or limitations apply only with respect to the properties and revenues of such Real Estate Financing Subsidiary, (h) restrictions applicable to any Joint Venture pursuant to the applicable joint venture agreement so long as such restrictions apply only to the properties and revenues of such Joint Venture or the Capital Stock of such Joint Venture (and the Borrower hereby agrees to use reasonable efforts to cause any such restriction in respect of the Capital Stock of such Joint Venture to be waived or encumbrance made inapplicable with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all Lien and security interest on such Capital Stock in favor of the Capital Stock or assets of such Subsidiary, so long Collateral Agent to secure the Secured Obligations) and (i) any restrictions existing as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this AgreementClosing Date.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any 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 its obligations under the Loan Documents to which it is a party acquired 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of the Senior Note Documents and any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of businessPermitted Refinancing thereof, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreementor any restrictions with respect to the Borrower or a Subsidiary imposed with respect to Receivables and/or Permitted Receivables Facility Assets pursuant to an agreement that has been entered into in connection with a Permitted Receivables Facility, (e) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (f) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) agreements containing any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions on the transfer of and conditions contained in any asset pending the close of agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time such asset Subsidiary becomes a Subsidiary of the Borrower, so long as such sale agreement was not entered into in contemplation of such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted under this Agreement by the Loan Documents or the contracts, instruments or obligations referred to in clause (b), (c), (d), (e), (f), (g)(iv) or (g)(v); provided that such amendments and (h) agreements containing restrictions refinancings are no more materially restrictive with respect to Foreign Subsidiaries such prohibitions and limitations than those in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementeffect prior to such amendment or refinancing (as determined in good faith and, if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Parent Borrower or any Group Member of its Material Subsidiaries (other than Excluded Subsidiaries and Project Finance Subsidiaries) to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Loan Documents to which it is a party Guaranty, other than (a) this Agreement and the other Loan Documents, (b) the Indentures or any indenture or similar instrument governing any Refinancing Debt, (c) any agreements governing any purchase money Liens or Capital Lease Obligations Capitalized Leases or other secured Indebtedness otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby or securing such Indebtedness), (cd) agreements containing customary non-assignment provisions restricting subletting in any contract or assignment lease entered into in the ordinary course of business and consistent with past practices, (e) applicable law or any applicable rule, regulation, or order of any lease governing a leasehold interest Governmental Authority, (f) provisions with respect to the disposition or distribution of the Borrower assets or any of its Subsidiaries property in joint venture agreements, asset sale agreements, stock sale agreements, and other similar agreements, (g) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (dh) agreements containing customary provisions restricting assignment of any contract entered into by agreement in effect at the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to time such Subsidiary becomes a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryParent Borrower, so long as such sale agreement was not entered into in connection with or disposition in contemplation of all such Person becoming a Subsidiary of Parent Borrower and is not applicable to any Person, or substantially all of the Capital Stock properties or assets of any Person, other than such Subsidiary is permitted under this Agreementor such Subsidiary’s properties and assets, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (hi) agreements containing restrictions with respect to Foreign Subsidiaries any instrument governing Indebtedness assumed in connection with financing arrangements for their benefit that are any acquisition of any Person or asset and not otherwise prohibited under this Agreementincurred in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired.

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 Group Member of the Restricted 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 its obligations under the Loan Documents to which it is a party other than than: (a) this Agreement and the other Loan Documents, ; (b) any agreements governing any purchase money Liens or Liens, Capital Lease Obligations or Sale and Leaseback Transactions otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (c) any Permitted Unsecured Refinancing Debt and agreements containing customary provisions restricting subletting relating to Indebtedness incurred under Section 8.02(h) or assignment 8.02(o); (d) imposed by law; (e) agreements relating to the sale of a Restricted Subsidiary permitted hereunder pending such sale (in which case any lease governing a leasehold interest such prohibition or limitation shall apply only to the assets of the Borrower such Restricted Subsidiary); (f) licenses or any of its Subsidiaries leases entered into in the ordinary course of business, business (d) agreements containing customary provisions restricting assignment of in which case any contract entered into by the Borrower such prohibition or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements limitation shall only apply to rights under such license or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, lease); (g) agreements containing restrictions for or instruments evidencing Indebtedness existing on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement Closing Date and listed on Schedule 8.13; (h) agreements containing restrictions with respect to Foreign Subsidiaries or instruments assumed or acquired in connection with financing arrangements an Acquisition permitted hereunder and not in connection with or in contemplation thereof (in which case any such prohibition or limitation shall only apply to the assets acquired in such Acquisition); and (i) agreements for their benefit that are not otherwise prohibited or instruments evidencing Indebtedness permitted to be secured under this AgreementSection 8.03(j) (in which case any such prohibition or limitation shall only apply to the assets subject to the applicable permitted Lien).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Group Member 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, acquired for the benefit of the Lenders with respect to secure its obligations under the Loan Documents to which it is a party Obligations 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary any agreement governing any Second Lien Indebtedness so long as the restrictions set forth therein are no more restrictive, taken as a whole, than the corresponding provisions restricting subletting or assignment of any lease governing in the Loan Documents, as determined in good faith and certified in writing to the Administrative Agent by a leasehold interest Responsible Officer of the Borrower or any of its Subsidiaries entered into in the ordinary course of businessBorrower, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (f) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of a Group Member, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary, so long as such sale agreement was not entered into in contemplation of such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or disposition of all restriction is not applicable to any Person, or substantially all of the Capital Stock Properties or assets of such Subsidiary is any Person, other than the Person or the Properties or assets of the Person so acquired, (vi) exists on the Closing Date and are listed on Schedule 7.12, (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent permitted under this Agreement, or (gviii) agreements containing restrictions on is imposed by any amendments or refinancings that are otherwise permitted by the transfer of any asset pending Loan Documents or the close of the sale of contracts, instruments or obligations referred to in this Section 7.12; provided that such asset so long as such sale is permitted under this Agreement amendments and (h) agreements containing restrictions refinancings are no more materially restrictive with respect to Foreign Subsidiaries such prohibitions and limitations than those in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementeffect prior to such amendment or refinancing (as determined in good faith and certified in writing to the Administrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the US Borrower or any Group Member of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property Property or revenues, whether now owned or hereafter acquired, to secure the Obligations (or the CDN Obligations, as applicable) or, in the case of any Guarantor, its obligations under the Loan Documents to which it is a party Guarantee and Collateral Agreement or the CDN Guarantee and Collateral Agreement, as the case may be, 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and the proceeds thereof), (c) software and other Intellectual Property licenses pursuant to which the US Borrower or such Guarantor is the licensee of the relevant software or Intellectual Property, as the case may be, (in which case, any prohibition or limitation shall relate only to the assets subject of the applicable license), (d) Contractual Obligations incurred in the ordinary course of business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation, (e) the Senior Subordinated Note Indenture (and the instruments or agreements containing governing any Indebtedness permitted pursuant to Section 7.2(j)(ii)), (f) any agreements regarding Indebtedness of any Non-Guarantor Subsidiary that is a Foreign Subsidiary (in which case, any prohibition or limited shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries), (g) prohibitions and limitations in effect on the date hereof and listed on Schedule 7.13, (h) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (di) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the subletting or assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of businesslease governing a leasehold interest, (fj) agreements containing customary restrictions and conditions contained in any restriction or encumbrance with respect to a Subsidiary imposed pursuant agreement relating to an asset sale permitted by Section 7.4 or 7.5 and (k) any agreement that has been entered into for in effect at the sale or disposition of all or substantially all of the Capital Stock or assets of such time any Person becomes a Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets agreement was not entered into in contemplation of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this AgreementPerson becoming a Subsidiary.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenuesProperty, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Loan Documents to which it is a party Guarantee and Collateral Agreement, other than than: (a) this Agreement and Agreement, the other Loan Documents, Documents and any Intercreditor Agreement; (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise Indebtedness and/or other obligations secured by a Lien permitted hereby or Indebtedness permitted under Section 7.2(d) by this Agreement (in which case, any prohibition or limitation shall only be effective against the assets financed therebysubject to such Liens permitted by this Agreement), ; (c) agreements containing software and other Intellectual Property licenses pursuant to which such Loan Party is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets subject to the applicable license); #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 (d) Contractual Obligations incurred in the ordinary course of business which (i) limit Liens on the assets that are the subject of the applicable Contractual Obligation or (ii) contain customary provisions restricting subletting the assignment, transfer or assignment pledge of such agreements; (e) any agreements regarding Indebtedness or other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries); (f) prohibitions and limitations in effect on the Closing Date and listed on Schedule 7.12; (g) customary provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures and other non-wholly owned entities not prohibited by this Agreement; (h) customary provisions restricting the subletting, assignment, pledge or other transfer of any lease governing a leasehold interest interest; (i) customary restrictions and conditions contained in any agreement relating to any Disposition of Property, leases, subleases, licenses, sublicenses, cross license, pooling and similar agreements not prohibited hereunder; (j) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower or any of its Subsidiaries entered is merged with or into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryBorrower, so long as such sale or disposition agreement was not entered into in contemplation of all or substantially all such Person becoming a Subsidiary of the Capital Stock Borrower or assets a party to such merger; (k) restrictions imposed by applicable law or regulation or license requirements; (l) restrictions in any agreements or instruments relating to any Indebtedness permitted to be incurred by this Agreement (including indentures, instruments or agreements governing any New Incremental Debt, indentures, instruments or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted Refinancings of each of the foregoingany Permitted Refinancing Obligations) (i) if the encumbrances and restrictions contained in any such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions agreement or instrument taken as a whole are not materially more restrictive on the transfer of any asset pending Restricted Subsidiaries than the close of the sale of such asset so long as such sale is permitted under encumbrances contained in this Agreement (as determined in good faith by the Borrower) or (ii) if such encumbrances and restrictions are customary for similar financings in light of prevailing market conditions at the time of incurrence thereof (has determined in good faith by the Borrower) agreements containing and the Borrower determines in good faith that such encumbrances and restrictions with would not reasonably be expected to materially impair the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the Security Documents; #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 (m) restrictions in respect of Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(y) relating solely to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreement.the assets or proceeds thereof secured by such Indebtedness;

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of TWTC or any Group Member 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 its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) the Time Warner Arrangements, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) any agreements containing governing any Investment in any joint venture or partnership that limit the ability to grant a security interest in the Capital Stock of such joint venture or partnership so long as such Capital Stock is pledged to the Collateral Agent in an indirect manner reasonably satisfactory to the Collateral Agent, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries restrictions entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by business with respect to Intellectual Property that limit the Borrower or any of its Subsidiaries ability to grant a security interest in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of businesssuch Intellectual Property, (f) any agreements containing governing any restriction leasehold interest (including any rights of way, colocation agreements, easements and other similar such interests in real estate, and agreements granting or encumbrance with respect otherwise providing for an indefeasible right of use in fiber or conduits or providing for joint construction or marketing of fiber or conduits) or building entry agreements that limit the ability to grant a Subsidiary imposed pursuant to an agreement that has been entered into for the sale security interest in such leasehold interest or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreementbuilding entry agreements, (g) agreements containing restrictions on with customers for the transfer provision of services that limit the ability to grant a security interest in such agreements (but not amounts receivable or any asset pending the close money or other amounts due or to become due or other right of the sale of such asset so long as such sale is permitted under this Agreement and payment resulting from those agreements); (h) the Indentures (or any indenture governing any Refinancing of the High Yield Notes or any indenture governing any Refinancing of any such refinancing Indebtedness; provided that any such limitations in any indenture or similar agreement governing any Refinancing of the High Yield Notes or any Refinancing of any such refinancing Indebtedness shall be no more restrictive than the limitations in the Indentures); (i) any indenture or similar agreement governing any Permitted Notes (provided that such limitation shall not be more restrictive than the limitations set forth in the Loan Documents); (j) any agreements containing restrictions with respect to Foreign Subsidiaries governing any acquired Indebtedness permitted by Section 7.2(i) and (k) any agreements governing any Indebtedness incurred under Section 7.2(s) (provided that such limitation shall not (i) prohibit or otherwise restrict Liens securing the Secured Obligations and (ii) be more restrictive than the limitations set forth in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementthe Loan Documents).

Negative Pledge Clauses. Enter into The Company will not, and will not permit any of its Subsidiaries to, directly or suffer indirectly, enter into, incur or permit to exist or become effective any agreement or other arrangement that prohibits prohibits, restricts or limits imposes any condition upon (a) the ability of the Company or any Group Member Subsidiary to create, incur, assume incur or suffer permit to exist any Lien upon any of its property or revenuesassets, whether now owned or hereafter acquired(b) the ability of any Subsidiary to pay dividends or other distributions with respect to holders of its Equity Interests or to make or repay loans or advances to the Company or any other Subsidiary or to Guarantee Indebtedness of the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to secure its obligations under customary restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or the Loan Documents sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to which it the Subsidiary that is a party other than to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the other Loan Documentsassignment thereof, (v) for so long as the Singapore Facility is in effect, clause (a) of the foregoing shall not apply to Singapore and its Subsidiaries and their respective assets, (vi) clause (a) of the foregoing shall not apply to restrictions and conditions in favor of the Welsh Development Agency on facilities located at Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx, and in favor of Chinese authorities in X’ian, China and (vii) clause (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower foregoing shall not apply to customary restrictions on deposits or any of its Subsidiaries customary minimum net worth requirements imposed by customers under contracts entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreement.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any 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 its obligations under the Loan Documents to which it is a party Obligations, 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease agreement governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of businessPermitted Sale Leaseback, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Subsidiary of Holdings imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (f) any licenses in connection with the Subject IP, (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings or the Borrower, so long as such sale agreement was not entered into in contemplation of such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or disposition of all restriction is not applicable to any Person, or substantially all of the Capital Stock Property or assets of such Subsidiary any Person, other than the Person or the Property or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted under this Agreementby the Loan Documents or the contracts, instruments or obligations referred to in clause (b), (c), (d), (e), (f), (g), (h)(iv) agreements containing restrictions on the transfer of any asset pending the close of the sale of or (h)(v); provided, that such asset so long as such sale is permitted under this Agreement amendments and (h) agreements containing restrictions refinancings are no more materially restrictive with respect to Foreign Subsidiaries such prohibitions and limitations than those in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementeffect prior to such amendment or refinancing (as determined in good faith and, if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any 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 its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, the Senior Subordinated Note Indenture and the Mortgage Facility, (b) any agreements governing any purchase money Indebtedness secured by Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), subject to such Lien) and (c) agreements containing which (i) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary, (ii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to such joint venture entered into in the ordinary course of business, (iii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (iv) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (v) are customary provisions restricting assignment of its Subsidiaries any agreement entered into in the ordinary course of business, and (dvi) agreements containing customary provisions restricting assignment of any contract are restrictions on cash or other deposits imposed by customers under contracts entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, (g) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreement.

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 Group Member of the Restricted 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 its obligations under the Loan Documents to which it is a party other than than: (a) this Agreement and the other Loan Documents, ; (b) any agreements governing any purchase money Liens or Liens, Capital Lease Obligations or Sale and Leaseback Transactions otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ; (c) any Permitted Unsecured Refinancing Debt and agreements containing customary provisions restricting subletting relating to Indebtedness incurred under Section 8.02(h) or assignment 8.02(o); (d) imposed by law; (e) agreements relating to the sale of a Restricted Subsidiary permitted hereunder pending such sale (in which case any lease governing a leasehold interest such prohibition or limitation shall apply only to the assets of the Borrower such Restricted Subsidiary); (f) licenses or any of its Subsidiaries leases entered into in the ordinary course of business, business (d) agreements containing customary provisions restricting assignment of in which case any contract entered into by the Borrower such prohibition or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements limitation shall only apply to rights under such license or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreement, lease); (g) agreements containing restrictions for or instruments evidencing Indebtedness existing on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement Closing Date and listed on Schedule 8.13; (h) agreements containing restrictions with respect to Foreign Subsidiaries or instruments assumed or acquired in connection with financing arrangements an Acquisition permitted hereunder and not in connection with or in contemplation thereof (in which case any such prohibition or limitation shall only apply to the assets acquired in such Acquisition); (i) agreements for their benefit that are not otherwise prohibited or instruments evidencing Indebtedness permitted to be secured under this AgreementSection 8.03(j) (in which case any such prohibition or limitation shall only apply to the assets subject to the applicable permitted Lien); and (j) any Second Lien Notes Document.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of TWTC or any Group Member 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 its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) the Time Warner Arrangements, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (cd) any agreements containing governing any Investment in any joint venture or partnership that limit the ability to grant a security interest in the Capital Stock of such joint venture or partnership so long as such Capital Stock is pledged to the Collateral Agent in an indirect manner reasonably satisfactory to the Collateral Agent, (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries restrictions entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by business with respect to Intellectual Property that limit the Borrower or any of its Subsidiaries ability to grant a security interest in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of businesssuch Intellectual Property, (f) any agreements containing governing any restriction leasehold interest (including any rights of way, colocation agreements and other similar such interests in real estate, and agreements existing on the Effective Date granting or encumbrance with respect otherwise providing for an indefeasible right of use in fiber or conduits or providing for joint construction or marketing of fiber or conduits) or building entry agreements that limit the ability to grant a Subsidiary imposed pursuant to an agreement that has been entered into for the sale security interest in such leasehold interest or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary is permitted under this Agreementbuilding entry agreements, (g) agreements containing restrictions on with customers for the transfer provision of services that limit the ability to grant a security interest in such agreements (but not amounts receivable or any asset pending the close money or other amounts due or to become due or other right of the sale of such asset so long as such sale is permitted under this Agreement payment resulting from those agreements) and (h) agreements containing restrictions with respect to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementthe Indentures (or any indenture governing any Refinancing of the Existing Senior Notes or the High Yield Notes or any indenture governing any Refinancing of any such refinancing Indebtedness).

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any 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 its obligations under the Loan Documents to which it is a party acquired other than (a) this Agreement and Agreement, the other Loan DocumentsDocuments and documents governing any Incremental Equivalent Debt, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of the ABL Loan Documents and any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of businessPermitted Refinancing thereof, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (f) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 8.4 or the sale of any property permitted under Section 8.5, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of any Group Member, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such sale agreement was not entered into in contemplation of such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or disposition of all restriction is not applicable to any Person, or substantially all of the Capital Stock Property or assets of such Subsidiary any Person, other than the Person or the Property or assets of the Person so acquired or (vi) is imposed by any amendments or refinancings that are otherwise permitted under this Agreementby the Loan Documents or the contracts, instruments or obligations referred to in clause (b), (gc), (d), (e), (f), (g)(iv) agreements containing restrictions on the transfer of any asset pending the close of the sale of or (g)(v); provided that such asset so long as such sale is permitted under this Agreement amendments and (h) agreements containing restrictions refinancings are no more materially restrictive with respect to Foreign Subsidiaries such prohibitions and limitations than those in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementeffect prior to such amendment or refinancing (as determined in good faith and, if requested by the Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of the Borrower).

Negative Pledge Clauses. Enter into or suffer ----------------------- to exist or become effective any agreement that prohibits or limits the ability of Holdings, the Borrower or any Group Member of 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 its obligations under the Loan Documents to which it is a party 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing applicable law, (d) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Borrower or any of its Subsidiaries entered into in the ordinary course of businesstheir respective Subsidiaries, (de) agreements containing customary provisions restricting assignment of any contract licensing agreement entered into by Holdings, the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its their respective Subsidiaries in the ordinary course of business, (f) agreements containing any restriction document or encumbrance with respect to a instrument evidencing Foreign Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, working capital Indebtedness permitted under Section 7.2 so long as such sale encumbrance or disposition of all or substantially all of restriction only applies to the Capital Stock or assets of Foreign Subsidiary incurring such Subsidiary is permitted under this AgreementIndebtedness, (g) the Senior Note Indenture and (h) customary provisions contained in joint venture agreements containing restrictions on entered into in the transfer ordinary course of any asset pending the close of the sale of such asset business so long as such sale is permitted under this Agreement and (h) agreements containing restrictions with respect encumbrance or restriction only applies to Foreign Subsidiaries in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementthe relevant joint venture governed by such agreement.

Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits prohibits, limits or limits imposes any condition upon the ability of any Group Member 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, acquired for the benefit of the Lenders with respect to secure its obligations under the Loan Documents to which it is a party Obligations 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 or Indebtedness permitted under Section 7.2(d) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (d) agreements containing customary provisions restricting assignment of any contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (e) agreements containing customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (f) agreements containing any restriction or encumbrance restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for in connection with the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (e) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents or any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of Property of any Loan Party to secure the Obligations, (f) agreements by a Permitted Joint Venture to limit Liens on its assets under the terms of any Non-Recourse Indebtedness of such Permitted Joint Venture or the organizational documents with respect to such Permitted Joint Venture and (g) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any Liens permitted under Section 7.2, transaction permitted under Section 7.3 or the sale of any property permitted under Section 7.4, (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of a Group Member, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary (other than the Borrower and its Restricted Subsidiaries as a result of their becoming Restricted Subsidiaries of the Parent pursuant to, and as a result of, the Restructuring), so long as such sale agreement was not entered into in contemplation of such Person becoming a Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or disposition of all restriction is not applicable to any Person, or substantially all of the Capital Stock Properties or assets of such Subsidiary is any Person, other than the Person or the Properties or assets of the Person so acquired, (vi) exists on the Closing Date (or, in the case of the Parent and its Subsidiaries (other than the Borrower and its Subsidiaries), on the Closing Date) and are listed on Schedule 7.10,7.10 (as supplemented pursuant to the Parent Supplement (as defined in the Third Amendment)), (vii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent permitted under this Agreement, or (gviii) agreements containing restrictions on is imposed by any amendments or refinancings that are otherwise permitted by the transfer of any asset pending Loan Documents or the close of the sale of contracts, instruments or obligations referred to in this Section 7.10; provided, that such asset so long as such sale is permitted under this Agreement amendments and (h) agreements containing restrictions refinancings are no more materially restrictive with respect to Foreign Subsidiaries such prohibitions and limitations than those in connection with financing arrangements for their benefit that are not otherwise prohibited under this Agreementeffect prior to such amendment or refinancing (as determined in good faith and certified in writing to the Administrative Agent by a Responsible Officer of the Borrower (or, on and after the Third Amendment Effective Date, the Parent)).