Common use of Negative Pledge Clause in Contracts

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiary.

Negative Pledge. The Neither the Borrower shall not, and shall not permit nor any Guarantor will directly or indirectly enter into any agreement (other Loan Party than this Agreement) with any Person that prohibits or Subsidiary to, (a) restricts or limits the ability of the Borrower or Guarantors to create, assume, incur, permit pledge or suffer to exist any Lien on in favor of Lenders granted pursuant to the terms of this Agreement upon any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest real property assets of the Borrower or any Guarantor; provided, however, that those agreements creating Liens permitted under clause (vi) of the definition of “Permitted Liens” (solely to the extent any Lien restrictions thereunder relate solely to limiting the aggregate amount of secured debt on a per lot basis in a market and customary manner, provided that if the Book Value of all Qualified Real Property Inventory covered by any Person owning a such agreement exceeds the aggregate amount of secured debt permitted under such agreement on all such property, then for purposes of calculating the Borrowing Base PropertyBase, the Book Value shall be deemed to be subject reduced to a Negative Pledgesuch aggregate permitted secured debt amount) Sections 6.15(iii), except (iiv), (vii), (viii), (xix) pursuant and (xxii), agreements governing any Rate Management Transactions, and agreements respecting secured obligations for borrowed money may prohibit, restrict or limit other Liens on those assets encumbered by the Liens created by such agreements, and provided further that the foregoing shall not apply to this Agreement restrictions and conditions (a) imposed by the other Loan Documents, (iib) customary restrictions contained in imposed by the organizational documents of any Subsidiary that is not a Guarantor as of Indenture, or by the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument agreements governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)other unsecured obligations for borrowed money permitted under this Agreement, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions (including Lien restrictions) set forth therein are not materially more restrictive than the comparable provisions of this Agreement and the maturity date of such unsecured obligations is on or after the latest Facility Termination Date, (c) contained in agreements relating to any disposition permitted hereby pending such disposition, provided such restrictions and conditions apply only to the assets subject to such disposition, (d) contained in leases or other agreements that are customary and restrict the assignment (or subletting) thereof and relate only to the assets subject thereto, (ve) set forth in any restrictions pursuant to the Senior Notes Indenture Refinancing Indebtedness (so long as any such Negative Pledge restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vif) that are customary net worth provisions restricting assignment of any agreement entered into contained in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiaryreal property leases.

Negative Pledge. The Borrower Each Guarantor hereby: (i) unconditionally agrees that, until such time as all Guaranteed Obligations shall have been paid in full in cash (other than any contingent indemnification obligations) and the Aggregate Commitments shall have terminated or expired, such Guarantor will not, and shall not permit any other Loan Party without the Agent’s prior written consent, create, incur, assume, or Subsidiary tosuffer to exist, (a) create, any Indebtedness of any kind (and will not assume, incurguarantee or endorse, permit or suffer otherwise become directly or contingently liable in respect of, any Indebtedness other than pursuant to exist this Guaranty) or (b) any Lien on of any Borrowing Base Property nature, upon or with respect to any direct right, title, or indirect ownership interest of which it may now or in the Borrower future have in any Person owning any Borrowing Base Propertyreal property, now owned or hereafter acquired, except including without limitation, such Guarantor’s Property, other than Indebtedness and Liens permitted under Sections 7.01 and 7.03 of the Credit Agreement, respectively; (ii) represents and warrants to Agent as of the date of this Guaranty that (a) such Guarantor is not obligated on or liable for Permitted Liens, any Indebtedness (and has not agreed to guarantee or is otherwise contingently liable for any Indebtedness) other than Indebtedness permitted under Section 7.03 of the Credit Agreement (b) permit there are no Liens or other encumbrances upon any Borrowing Base Property or any direct or indirect ownership interest of such Guarantor’s Property, other than Liens permitted under Section 7.01 of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement Credit Agreement; and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions covenants and agrees that, until such time as all Guaranteed Obligations shall have been paid in connection with full in cash (other than any Permitted Lien contingent indemnification obligations) and the Aggregate Commitments shall have terminated or expired, such Guarantor will (a) not execute in favor of any other person or entity a negative pledge agreement (or other similar document or instrument) covering all or any document or instrument governing any Permitted Lien portion of such Guarantor’s Property and (provided that any such restriction contained therein relates only b) preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises material to its business and comply with all laws except to the asset extent that failure to maintain or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does comply therewith would not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer aggregate reasonably be expected to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiaryhave a Material Adverse Effect.

Negative Pledge. The Borrower shall not, and shall not permit Directly or indirectly enter into any other Loan Party or Subsidiary to, agreement with any Person that (a) prohibits or restricts or limits the ability of the Borrower or any Guarantor to create, assume, incur, permit pledge or suffer to exist any Lien on upon any Borrowing Base Property or any direct or indirect ownership interest assets of the Borrower or any Guarantor in favor of or for the benefit of the Agent for the benefit of the Secured Parties, as contemplated by clause (1) of Section 6.02 or with respect to any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, Facility Letter of Credit or (b) permit prohibits, restricts or imposes any Borrowing Base Property condition upon the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any direct other Restricted Subsidiary or indirect ownership interest to guarantee Debt of the Borrower or in any Person owning a Borrowing Base Property, other Restricted Subsidiary; provided that (A) the foregoing shall not apply to be subject to a Negative Pledge, except (i) pursuant to this Agreement restrictions and the other conditions imposed by law or by any Loan DocumentsDocument, (iiB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the organizational documents sale of any a Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (assets pending such sale, provided that any such restriction contained therein relates restrictions and conditions apply only to the asset Subsidiary or the assets subject that are to be sold and the proceeds thereof, and such Permitted Lien)sale is permitted hereunder, (ivC) customary clause (a) of the foregoing shall not apply to restrictions in leases, subleases, licenses and sublicenses or asset sale conditions imposed by any agreement otherwise relating to Secured Debt permitted by this Agreement so long as if such restrictions relate or conditions apply only to the property or assets subject theretosecuring such Debt and the proceeds thereof, (vD) any restrictions pursuant clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (E) clause (b) of the foregoing shall not apply to provisions in the Senior Notes Indenture so long as or any such Negative Pledge or similar contractual covenant does not prohibit Material Debt, in each case outstanding on the granting of Liens securing the Guaranteed Obligations Closing Date, and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in subsequent Material Debt permitted to be Incurred by this Agreement and any way limiting Refinancing Debt with respect to the foregoing, to the Borrower shall notextent such provisions in such Material Debt or such Refinancing Debt, taken as a whole, are not materially more restrictive than such provisions, taken as a whole, in (i) with respect to such Material Debt, the Senior Notes, and shall not permit any other Loan Party or Subsidiary to(ii) with respect to such Refinancing Debt, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryRefinanced Debt relating thereto.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any Lien on of its Subsidiaries (x) that directly or indirectly own (including pursuant to a Qualifying Ground Lease) any Borrowing Base Property Unencumbered Assets or lease any direct Unencumbered Assets pursuant to an Operating Lease to enter into or indirect ownership interest suffer to exist, any Negative Pledge upon any of the Borrower in its property or assets, (including, without limitation, any Person owning any Borrowing Base Property, now owned or hereafter acquiredUnencumbered Assets), except for Permitted Liens, pursuant to the Loan Documents and the Other Facilities or (by) permit that do not directly or indirectly own any Borrowing Base Property Unencumbered Assets to enter into or suffer to exist, any direct Negative Pledge upon any of its property or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and the other Loan Documentsin connection with any Existing Debt, (ii) customary restrictions contained in pursuant to the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, Loan Documents or (iii) customary restrictions in connection with (A) any Non-Recourse Debt or Permitted Lien or any document or instrument governing any Permitted Lien (Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Indebtedness, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents (provided further that any restriction of the type described in the proviso in the definition of “Negative Pledge” shall not be deemed to secure violate the foregoing restriction), (B) any Senior Notes purchase money Indebtedness permitted under Section 5.02(b)(iii)(A) solely to the extent that the agreement or other obligations under instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (C) any Senior Notes Indenture Capitalized Lease permitted by Section 5.02(b)(iii)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (D) any Indebtedness outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into by solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower or any SubsidiaryBorrower).

Negative Pledge. The Borrower shall Loan Parties will not, and shall will not permit any other Loan Party or Subsidiary of their Subsidiaries to, (a) create, assume, incur, permit enter into or suffer to exist any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property or any direct or indirect ownership interest of its assets; provided that the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, foregoing shall not apply to be subject to a Negative Pledge, except (i) pursuant to restrictions or conditions imposed by Requirements of Law or by this Agreement and the or any other Loan DocumentsDocument, (ii) customary restrictions and conditions contained in agreements relating to the organizational documents sale of any a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is not a Guarantor as of sold and only to the Effective Dateextent such sale is permitted hereunder, (iii) customary restrictions in connection with or conditions imposed by any Permitted Lien agreement relating to secured or any document purchase money Indebtedness or instrument governing any Permitted Lien (provided that any capital leases permitted by this Agreement if such restriction contained therein relates restrictions and conditions apply only to the asset property or assets subject to securing such Permitted Lien)Indebtedness, (iv) customary restrictions provisions in leasesleases and other contracts restricting the assignment thereof, subleases(v) customary anti-assignment clauses in licenses under which the Borrowers or any of their Subsidiaries are the licensees, licenses and sublicenses or asset sale (vi) any agreement otherwise permitted by this Agreement in effect at a time a Person becomes a Subsidiary, so long as such restrictions relate only to the assets subject theretoagreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, (vvii) any encumbrances or restrictions pursuant imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents; provided that such amendments or refinancings are no more restrictive, taken as a whole, with respect to the Senior Notes Indenture so long as any such Negative Pledge encumbrances and restrictions than those prior to such amendments or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and refinancings, (viviii) customary provisions restricting assignment of any agreement entered into restrictions on Liens imposed by agreements relating to deposit accounts and cash deposits in the ordinary course of business. Without , and (ix) restrictions or other conditions set forth in any way limiting agreements in respect of Indebtedness set forth on Schedule 8.01(ii) to which any Subsidiary is party as of the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryClosing Date.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, and (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiary.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning a Borrowing Base Propertyany Unencumbered Pool Asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning an Unencumbered Pool Asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) pursuant to this the Existing Credit Agreement (and the other Loan Documents, provisions thereof) or (ii) customary restrictions contained any other agreement (or provision thereof) in favor of the organizational documents holders of any Subsidiary Indebtedness that is not a Guarantor as of pari passu with the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without on terms no more onerous in any way limiting the foregoingmaterial respect than those set forth in this Agreement. Prior to securitization, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary Warehouse Entity to, (a) create, assume, incur, permit or suffer to exist any Lien on any Property to secure asset of such Warehouse Entity or any Senior Notes Indebtedness direct or other obligations under any Senior Notes Indenture entered into by indirect ownership interest of the Borrower or Spirit REIT in any SubsidiaryPerson owning such asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any asset of such Warehouse Entity or any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning such asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) the Existing Credit Agreement (and the provisions thereof) or (ii) any other agreement (or provision thereof) in favor of the holders of Indebtedness that is pari passu with the Obligations on terms no more onerous in any material respect than those set forth in this Agreement.

Negative Pledge. The Borrower shall notwill not enter into or suffer to exist, and shall not or permit any of its Subsidiaries to enter into or suffer to exist, any agreement (other than the Loan Party Documents) prohibiting or Subsidiary toconditioning the creation or assumption of any Lien upon any of the Borrower’s property or assets for the benefit of the Agent, the Lenders and the Issuing Banks with respect to the Obligations under the Loan Documents except (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest agreements in favor of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or Agent and the Lenders; (b) permit any Borrowing Base Property prohibitions or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except conditions under (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of Indebtedness or agreements existing on the Effective Date, (iiiii) customary restrictions in connection with any Permitted Lien or any document purchase money Indebtedness not prohibited hereunder solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (iii) any Permitted Lien (provided that any such restriction contained therein relates only Capital Lease not prohibited hereunder solely to the asset or assets extent that such Capital Lease prohibits a Lien on the property subject to such Permitted Lien)thereto, (iv) customary restrictions in leases, subleases, licenses and sublicenses any Indebtedness outstanding or asset sale agreement otherwise permitted by this Agreement agreements existing on the date any Person first becomes a Subsidiary of the Borrower (so long as such restrictions agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower), (v) any Indebtedness permitted pursuant to Section 5.03(k)(vii) to the extent no more restrictive than the covenants in this Agreement or (vi) or relating to any Receivables Facility; (c) software and other intellectual property licenses pursuant to which the Borrower or any of its Subsidiaries 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 that are subject thereto, of the applicable license); (vd) any restrictions pursuant customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the Senior Notes Indenture so long as any such Negative Pledge Ordinary Course of Business; or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vie) customary provisions restricting assignment of any agreement entered into in the ordinary course Ordinary Course of businessBusiness. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiary.121

Negative Pledge. The Borrower shall notwill not enter into or suffer to exist, and shall not or permit any of its Subsidiaries to enter into or suffer to exist, any agreement (other than the Loan Party Documents) prohibiting or Subsidiary toconditioning the creation or assumption of any Lien upon any of the Borrower’s property or assets for the benefit of the Agent, the Lenders and the Issuing Banks with respect to the Obligations under the Loan Documents except (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest agreements in favor of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or Agent and the Lenders; (b) permit any Borrowing Base Property prohibitions or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except conditions under (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of Indebtedness or agreements existing on the Effective Date, (iiiii) customary restrictions in connection with any Permitted Lien or any document purchase money Indebtedness not prohibited hereunder solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (iii) any Permitted Lien (provided that any such restriction contained therein relates only Capital Lease not prohibited hereunder solely to the asset or assets extent that such Capital Lease prohibits a Lien on the property subject to such Permitted Lien)thereto, (iv) customary restrictions in leases, subleases, licenses and sublicenses any Indebtedness outstanding or asset sale agreement otherwise permitted by this Agreement agreements existing on the date any Person first becomes a Subsidiary of the Borrower (so long as such restrictions agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower), (v) any Indebtedness permitted pursuant to Section 5.03(k)(vii) to the extent no more restrictive than the covenants in this Agreement or (vi) or relating to any Receivables Facility; (c) software and other intellectual property licenses pursuant to which the Borrower or any of its Subsidiaries 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 that are subject thereto, of the applicable license); (vd) any restrictions pursuant customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the Senior Notes Indenture so long as any such Negative Pledge Ordinary Course of Business; or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vie) customary provisions restricting assignment of any agreement entered into in the ordinary course Ordinary Course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryBusiness.

Negative Pledge. The Borrower shall Loan Parties will not, and shall will not permit any other Loan Party or Subsidiary of their Subsidiaries to, (a) create, assume, incur, permit enter into or suffer to exist any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property or any direct or indirect ownership interest of its assets; provided that the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, foregoing shall not apply to be subject to a Negative Pledge, except (i) pursuant to restrictions or conditions imposed by Requirements of Law or by this Agreement and the or any other Loan DocumentsDocument, (ii) customary restrictions and conditions contained in agreements relating to the organizational documents sale of any a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is not a Guarantor as of sold and only to the Effective Dateextent such sale is permitted hereunder, (iii) customary restrictions in connection with or conditions imposed by any Permitted Lien agreement relating to secured or any document purchase money Indebtedness or instrument governing any Permitted Lien (provided that any capital leases permitted by this Agreement if such restriction contained therein relates restrictions and conditions apply only to the asset property or assets subject to securing such Permitted Lien)Indebtedness, (iv) customary restrictions provisions in leasesleases and other contracts restricting the assignment thereof, subleases(v) customary anti-assignment clauses in licenses under which the Borrowers or any of their Subsidiaries are the licensees, licenses and sublicenses or asset sale (vi) any agreement otherwise permitted by this Agreement in effect at a time a Person becomes a Subsidiary, so long as such restrictions relate only to the assets subject theretoagreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, (vvii) any encumbrances or restrictions pursuant imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents; provided that such amendments or refinancings are no more restrictive, taken as a whole, with respect to the Senior Notes Indenture so long as any such Negative Pledge encumbrances and restrictions than those prior to such amendments or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and refinancings, (viviii) customary provisions restricting assignment of any agreement entered into restrictions on Liens imposed by agreements relating to deposit accounts and cash deposits in the ordinary course of business. Without , and (ix) restrictions or other conditions set forth in any way limiting agreements in respect of Indebtedness set forth on Schedule 8.1 to which any Subsidiary is party as of the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryClosing Date.

Negative Pledge. The Borrower shall Obligors will not, and shall will not permit any other Loan Party or Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any Contractual Obligation (other than this Agreement) that prohibits, restricts or imposes any condition upon the ability of (a) any Group Member to create, assume, incur, incur or permit or suffer to exist any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of assets (including the Borrower in any Person owning any Borrowing Base PropertyEquity Interests owned by such Group Member), now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property Group Member to make Restricted Payments to the Company or any direct other Obligor or indirect ownership interest to make or repay loans or advances to the Company or any other Obligor or to guarantee the Guarantee Obligations or (c) Group Member to otherwise transfer (including by way of a pledge) property to the Borrower Company or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except an Obligor; provided that (i) pursuant the foregoing shall not apply to this Agreement prohibitions, restrictions and conditions imposed by Requirements of Law or by Contractual Obligations in effect as of the other Loan DocumentsClosing (and any extensions, renewals or modifications thereof) (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the Equity Interests of any Obligor or any Qualified Asset Owner unless it relates to a Permitted Encumbrance), (ii) the foregoing shall not apply to customary prohibitions, restrictions and conditions contained in agreements relating to the organizational documents sale of any a Subsidiary or its assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is not a Guarantor as of the Effective Dateto be sold and such sale is permitted hereunder, (iii) customary the foregoing shall not apply to prohibitions, restrictions in connection with or conditions imposed by any Permitted Lien agreement relating to Secured Indebtedness permitted by this Agreement (including mortgage financings and CMBS Financings) if such prohibitions, restrictions or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates conditions apply only to the asset property or assets subject securing such Indebtedness (and, for the Lineage Logistics Note Purchase Agreement avoidance of doubt, such restrictions do not apply to such Permitted Lienany Qualified Asset or to the Equity Interests of any Obligor or any Qualified Asset Owner, except to the extent permitted by clause (x) below), (iv) the foregoing shall not apply to prohibitions, restrictions or conditions in joint venture agreements and other similar agreements applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (v) the foregoing shall not apply to prohibitions, restrictions or conditions that are customary prohibitions, restrictions in or conditions on leases, subleases, licenses and sublicenses or asset sale agreement agreements otherwise permitted by this Agreement hereby so long as such prohibitions, restrictions or conditions solely relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) clause (a) of the foregoing shall not apply to customary provisions restrictions or conditions restricting assignment of any agreement entered into in the ordinary course of business. Without , (vii) the foregoing shall not apply to provisions restricting the granting of a security interest in intellectual property contained in licenses or sublicenses by the Company and its Subsidiaries of such intellectual property, which licenses and sublicenses were entered into in the ordinary course of business (in which case such prohibition or restriction shall relate only to such intellectual property), (viii) the foregoing shall not apply to restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the ordinary course of business, (ix) the foregoing shall not apply to prohibitions, restrictions or conditions contained in any way limiting agreement that evidences Indebtedness permitted by this Agreement that are substantially similar to, or not materially more restrictive than, those prohibitions, restrictions or conditions contained in this Agreement, (x) the foregoing, the Borrower shall not, and foregoing clause (a) shall not permit apply to prohibitions, restrictions or conditions contained in any other Loan Party or Subsidiary tomortgage financing, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness CMBS Financing or other financing on the pledge of Equity Interests in the direct or indirect parent of an Obligor (other than a Qualified Asset Owner), Group Member (other than a Qualified Asset Owner) or a Qualified Asset Owner, (xi) the foregoing shall not apply to assets subject to retention of title and (xii) the foregoing shall not apply to any prohibitions, restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations under referred to in clauses (i) through (x) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any Senior Notes Indenture entered into by the Borrower material respect with respect to such prohibitions, restrictions or any Subsidiaryconditions than those in place prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge. The Borrower shall notEnter into or suffer to exist, and shall not or permit any other Loan Party of its Subsidiaries to enter into or Subsidiary tosuffer to exist, (x) any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest agreements in favor of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, Administrative Agent or (b) permit any Borrowing Base Property prohibitions or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except conditions under (i) pursuant any Capital Lease permitted by Section 7.03(c) solely to this Agreement and the other Loan Documentsextent that such Capital Lease prohibits a Lien on the property subject thereto, or (ii) by reason of customary restrictions provisions restricting pledges, assignments, subletting or other transfers contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement agreements entered into in the ordinary course of business. Without in business (provided that such restrictions are limited to the property or assets subject to such leases, licenses or similar agreements, as the case may be) or (iii) any way Indebtedness outstanding on the Closing Date (including, for the avoidance of doubt, the Novelion Intercompany Loans and the Convertible Notes) or (y) any agreement or arrangement limiting the foregoing, the Borrower shall not, and shall not permit ability of any of its Subsidiaries to declare or pay dividends or other Loan Party distributions in respect of its Equity Interests or Subsidiary repay or prepay any Indebtedness owed to, createmake loans or advances to, assumeor otherwise transfer assets to or make Investments in, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiaryof its Subsidiaries of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (a) the Loan Documents and (b) any Indebtedness outstanding on the Closing Date (including, for the avoidance of doubt, the Novelion Intercompany Loans and the Convertible Notes).

Negative Pledge. The Borrower shall Loan Parties will not, and shall will not permit any other Loan Party or Subsidiary of their Subsidiaries to, (a) create, assume, incur, permit enter into or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest agreement (other than in favor of the Borrower Agent) prohibiting or conditioning the creation or assumption of any Lien in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest favor of the Borrower or in Obligations upon any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except of its assets; provided that the foregoing shall not apply to: (i) pursuant to restrictions or conditions imposed by Requirements of Law or by this Agreement and the or any other Loan DocumentsDocument, (ii) customary restrictions and conditions contained in agreements relating to the organizational documents sale of any a Subsidiary that is not a Guarantor as of the Effective Datepending such sale, (iii) customary restrictions in connection with or conditions imposed by any Permitted Lien agreement relating to secured or any document purchase money Indebtedness or instrument governing any Permitted Lien (provided that any capital leases permitted by this Agreement if such restriction contained therein relates restrictions and conditions apply only to the asset property or assets subject to securing such Permitted Lien)Indebtedness, (iv) customary restrictions provisions in leaseslease and other contracts restricting the assignment thereof, subleases(v) customary anti-assignment clauses in licenses under which the Borrowers or any of their Subsidiaries are the licensees, licenses and sublicenses or asset sale (vi) any agreement otherwise permitted by this Agreement in effect at a time a Person becomes a Subsidiary, so long as such restrictions relate only to the assets subject theretoagreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, (vvii) any encumbrances or restrictions pursuant imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents; provided that such amendments or refinancings are no more restrictive, taken as a whole, with respect to the Senior Notes Indenture so long as any such Negative Pledge encumbrances and restrictions than those prior to such amendments or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and refinancings, (viviii) customary provisions restricting assignment of any agreement entered into restrictions on Liens imposed by agreements relating to cash deposits and in the ordinary course of business. Without , and (ix) restrictions and conditions contained in any way limiting of the foregoing, the Borrower shall not, and shall not permit any other Term Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryDocuments.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or assets (including, without limitation, any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeUnencumbered Assets), except (i) pursuant to this Agreement and the other Loan Documents, Documents or (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with (A) any Permitted Lien or any document or instrument governing any Permitted Lien (Non-Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Debt, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents, (B) any purchase money Debt permitted under Section 5.02(b)(iv)(A) solely to secure the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Senior Notes Indebtedness Capitalized Lease permitted by Section 5.02(b)(iv)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or other obligations under (D) any Senior Notes Indenture Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into by solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower Borrower); provided, however, that (1) an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets shall be deemed to not constitute an agreement prohibiting or conditioning the creation or assumption of any SubsidiaryLien upon any of its property or assets for purposes of this Section 5.02(m) and (2) any provision of the Senior Financing Loan Documents restricting the ability of any Loan Party to encumber its assets (exclusive of any outright prohibition on the ability of any Loan Party to encumber particular assets) shall be deemed to not constitute an agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets for purposes of this Section 5.02(m), so long as such provision is generally consistent with a comparable provision of the Loan Documents.

Negative Pledge. The Borrower shall Obligors will not, and shall will not permit any other Loan Party or Subsidiary of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any Contractual Obligation (other than this Agreement) that prohibits, restricts or imposes any condition upon the ability of (a) any Group Member to create, assume, incur, incur or permit or suffer to exist any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of assets (including the Borrower in any Person owning any Borrowing Base PropertyEquity Interests owned by such Group Member), now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property Group Member to make Restricted Payments to the Company or any direct other Obligor or indirect ownership interest to make or repay loans or advances to the Company or any other Obligor or to guarantee the Guarantee Obligations or (c) Group Member to otherwise transfer (including by way of a pledge) property to the Borrower Company or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except an Obligor; provided that (i) pursuant the foregoing shall not apply to this prohibitions, restrictions and conditions imposed by Requirements of Law or by Contractual Obligations in Lineage Logistics, LLC Note Purchase Agreement effect as of the Closing (and any extensions, renewals or modifications thereof) (and, for the other Loan Documentsavoidance of doubt, such restrictions do not apply to any Qualified Asset or to the Equity Interests of any Obligor or any Qualified Asset Owner unless it relates to a Permitted Encumbrance), (ii) the foregoing shall not apply to customary prohibitions, restrictions and conditions contained in agreements relating to the organizational documents sale of any a Subsidiary or its assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that is not a Guarantor as of the Effective Dateto be sold and such sale is permitted hereunder, (iii) customary the foregoing shall not apply to prohibitions, restrictions in connection with or conditions imposed by any Permitted Lien agreement relating to Secured Indebtedness permitted by this Agreement (including mortgage financings and CMBS Financings) if such prohibitions, restrictions or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates conditions apply only to the asset property or assets subject securing such Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to such Permitted Lienany Qualified Asset or to the Equity Interests of any Obligor or any Qualified Asset Owner, except to the extent permitted by clause (x) below), (iv) the foregoing shall not apply to prohibitions, restrictions or conditions in joint venture agreements and other similar agreements applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (v) the foregoing shall not apply to prohibitions, restrictions or conditions that are customary prohibitions, restrictions in or conditions on leases, subleases, licenses and sublicenses or asset sale agreement agreements otherwise permitted by this Agreement hereby so long as such prohibitions, restrictions or conditions solely relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) clause (a) of the foregoing shall not apply to customary provisions restrictions or conditions restricting assignment of any agreement entered into in the ordinary course of business. Without , (vii) the foregoing shall not apply to provisions restricting the granting of a security interest in intellectual property contained in licenses or sublicenses by the Company and its Subsidiaries of such intellectual property, which licenses and sublicenses were entered into in the ordinary course of business (in which case such prohibition or restriction shall relate only to such intellectual property), (viii) the foregoing shall not apply to restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the ordinary course of business, (ix) the foregoing shall not apply to prohibitions, restrictions or conditions contained in any way limiting agreement that evidences Indebtedness permitted by this Agreement that are substantially similar to, or not materially more restrictive than, those prohibitions, restrictions or conditions contained in this Agreement, (x) the foregoing, the Borrower shall not, and foregoing clause (a) shall not permit apply to prohibitions, restrictions or conditions contained in any other Loan Party or Subsidiary tomortgage financing, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness CMBS Financing or other financing on the pledge of Equity Interests in the direct or indirect parent of an Obligor (other than a Qualified Asset Owner), Group Member (other than a Qualified Asset Owner) or a Qualified Asset Owner, (xi) the foregoing shall not apply to assets subject to retention of title and (xii) the foregoing shall not apply to any prohibitions, restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations under referred to in clauses (i) through (x) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any Senior Notes Indenture entered into by the Borrower material respect with respect to such prohibitions, restrictions or any Subsidiary.conditions than those in place prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. Lineage Logistics, LLC Note Purchase Agreement

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning a Borrowing Base Propertyany Unencumbered Pool Asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning an Unencumbered Pool Asset, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions for any Negative Pledge contained in any agreement (or provision thereof) in favor of the organizational documents holders of any Subsidiary Indebtedness that is not a Guarantor as of pari passu with the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without on terms no more onerous in any way limiting the foregoingmaterial respect than those set forth in this Agreement. Prior to securitization, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary Warehouse Entity to, (a) create, assume, incur, permit or suffer to exist any Lien on any Property to secure asset of such Warehouse Entity or any Senior Notes Indebtedness direct or other obligations under any Senior Notes Indenture entered into by indirect ownership interest of the Borrower or Spirit REIT in any SubsidiaryPerson owning such asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any asset of such Warehouse Entity or any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning such asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in any agreement (or provision thereof) in favor of the holders of Indebtedness that is pari passu with the Obligations on terms no more onerous in any material respect than those set forth in this Agreement.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any Loan Party to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest assets in favor of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, Secured Parties except (i) pursuant to this Agreement and in favor of the other Loan DocumentsSecured Parties, (ii) customary which (x) exist on the Closing Date and (y) to the extent restrictions contained permitted by clause (x) are set forth in an agreement evidencing Debt, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Debt so long as such renewal, extension or refinancing does not expand the organizational documents scope of such restrictions, (iii) in connection with (A) any Debt permitted by Section 7.2(e) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, or (B) any Financing Lease permitted by Section 7.2(f) solely to the extent that such Financing Lease prohibits a Lien on the property subject thereto, or (C) any Debt outstanding on the date any Restricted Subsidiary of the Borrower becomes such a Restricted Subsidiary (so long as such agreement was not entered into solely in contemplation of such Restricted Subsidiary becoming a Restricted Subsidiary of the Borrower), or (D) any Debt permitted by Section 7.2(l) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property of the relevant borrowing entity or (E) the 2022 Senior Notes, or (F) the 2024 Senior Notes, or (G) the 2025 Senior Notes, or (H) Permitted Other Debt, or (I) any Debt permitted by Sections 7.2(o)-(q), (s) and (u) or (J) any NMTC Documents; provided that any such restriction relates only to related NMTC Property, or (K) any Debt of a Restricted Subsidiary that is not a Guarantor as of the Effective DateLoan Party that is permitted by Section 7.2, (iiior) customary restrictions in connection with (L) any Permitted Lien Cash Management Agreement or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only similar agreement permitted by Section 7.2(n) solely to the asset or assets extent such Debt prohibits a Lien on the property subject to such Permitted Lien)thereto, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement agreements otherwise permitted by this Agreement hereby so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business. Without , (vi) restrictions set forth in any way limiting agreement relating to any Liens permitted under Section 7.1 that limit the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by right of the Borrower or any SubsidiaryRestricted Subsidiary to encumber the assets subject thereto, (vii) customary restrictions that arise in connection with any Disposition permitted by Section 7.5 solely to the assets subject to such Disposition, or (viii) pursuant to any Requirements of Law.

Negative Pledge. The Borrower shall Parent will not, and shall will not permit any other Loan Party or Subsidiary of its Restricted Subsidiaries to, enter into or permit to exist any agreement, instrument or other undertaking (aeach, a “Contractual Obligation”) to which Parent or such Restricted Subsidiary is a party (other than this Agreement or any other Credit Document) that limits the ability of any Credit Party to create, assume, incur, permit assume or suffer to exist any Lien Liens on any Borrowing Base Property or any direct or indirect ownership interest property of such Credit Party for the benefit of the Borrower in any Person owning any Borrowing Base Property, now owned Secured Creditors with respect to the Obligations or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of under the Borrower or in any Person owning a Borrowing Base Property, Credit Documents; provided that the foregoing shall not apply to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of Contractual Obligations which exist on the Effective Date, (ii) Contractual Obligations which are binding on a Restricted Subsidiary of Parent at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of Parent, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Parent, (iii) customary restrictions Contractual Obligations which arise in connection with any Permitted Lien sale, transfer or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only other disposition permitted by Section 9.02 and relate solely to the asset assets or assets Person subject to such Permitted Lien)sale, transfer or other disposition, (iv) Contractual Obligations which are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 9.05 and applicable solely to such joint venture entered into in the ordinary course of business, (v) Contractual Obligations which are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 9.04 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vi) Contractual Obligations which are customary restrictions in on leases, subleases, licenses and sublicenses or asset sale agreement agreements otherwise permitted by this Agreement hereby so long as such restrictions relate only to the assets subject thereto, (vvii) Contractual Obligations which comprise restrictions imposed by any restrictions agreement relating to secured Indebtedness permitted pursuant to Section 9.04 and to the Senior Notes Indenture so long as extent that such restrictions apply only to the property or assets securing such Indebtedness or to Parent or any of its Restricted Subsidiaries incurring or guaranteeing such Negative Pledge Indebtedness, (viii) Contractual Obligations which are customary provisions restricting subletting or similar contractual covenant does not prohibit the granting assignment of Liens securing the Guaranteed any lease governing a leasehold interest of Parent or any of its Restricted Subsidiaries, (ix) Contractual Obligations and (vi) which are customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without , (x) Contractual Obligations which are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xi) Contractual Obligations which arise in connection with cash or other deposits permitted under Sections 9.01 and 9.05 and limited to such cash or deposit, (xii) any documentation governing Incremental Equivalent Debt, Permitted Unsecured Refinancing Debt, Permitted Pari Passu Refinancing Debt, Permitted Ratio Debt, Permitted Junior Priority Refinancing Debt, Refinanced Debt or any other Indebtedness permitted hereunder or any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in this clause (xii); 101 provided that such restrictions shall be no more restrictive in any way limiting material respect than the foregoingrestrictions and conditions in the Credit Documents or, in the Borrower shall notcase of Junior Financing, and shall not permit any other Loan Party or Subsidiary toare market terms at the time of issuance, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by (xiii) the Borrower ABL Obligations or any SubsidiaryPermitted Refinancing thereof, or (xiv) apply by reasonable application of any applicable laws, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Parent or any of its Restricted Subsidiaries.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or assets (including, without limitation, any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeUnencumbered Properties), except (i) pursuant to this Agreement and the other Loan Documents, Documents or (ii) customary restrictions with respect to any property or assets other than any of the Unencumbered Properties in connection with (A) any Surviving Debt and any Refinancing Debt extending, refunding or refinancing such Surviving Debt, so long as the prohibitions or conditions contained in such Refinancing Debt are no more restrictive than the corresponding provisions contained in the organizational documents of Debt which is extended, refunded or refinanced thereby, (B) any Subsidiary Non-Recourse Debt permitted by Section 5.02(b)(ii)(E) solely to the extent that is not a Guarantor as (1) the Person incurring such Non-Recourse Debt has no Subsidiaries and (2) the agreements or instruments governing such Non-Recourse Debt prohibit Liens on the property of the Effective DatePerson incurring such Non-Recourse Debt and the Equity Interests in such Person, (iiiC) customary restrictions any Secured Recourse Debt permitted by Section 5.02(b)(ii)(F) solely to the extent that the agreements or instruments governing such Secured Recourse Debt prohibit Liens on the property securing such Debt, and in connection with any Permitted Lien mezzanine financing Liens on any underlying real estate relating thereto (other than any Unencumbered Property or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lieninterest therein), (ivD) customary restrictions any Capitalized Lease permitted by Section 5.02(b)(ii)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (E) any Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into solely in leases, subleases, licenses and sublicenses or asset sale agreement otherwise contemplation of such Subsidiary becoming a Subsidiary of the Borrower). A requirement in agreements relating to Unsecured Debt permitted by this Agreement so long as such restrictions relate only for Borrower to the maintain a level of unencumbered assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and Unsecured Debt shall not permit any other Loan Party be a violation of this Section 5.02(l) or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any the restriction against negative pledges in clause (c) of the definition of Unencumbered Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryConditions.

Negative Pledge. The Borrower shall notOther than with respect to Excluded Property, and shall not permit enter into or suffer to exist or become effective any other agreement that prohibits or limits the ability of any Loan Party or Subsidiary to, (a) to create, assume, incur, permit assume or suffer to exist any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Propertyrevenues, whether now owned or hereafter acquired, except for Permitted Liensto secure its Obligations under the Loan Documents to which it is a party, or other than (ba) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (iib) any agreements governing any Attributable Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions contained on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the organizational documents time any Subsidiary becomes a Subsidiary of a Loan Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any Subsidiary that is not a Guarantor as of the Effective Daterestriction or condition contained therein, and (iiie) customary restrictions in connection with any Permitted Lien or restriction pursuant to any document document, agreement or instrument governing or relating to any Permitted Lien permitted under Sections 8.01(b), (provided that e)(i), (f)(i), (i), (p), (r), (u), or (bb) or any agreement governing Junior Indebtedness, or any agreement or option to Dispose any asset of the Borrower or any of its Subsidiaries, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided, that, any such restriction contained therein relates only to the asset assets or assets property subject to such Permitted LienLien or being Disposed), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiary.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in connection with (A) any purchase money Debt permitted by Section 5.02(b)(ii) solely to the organizational documents extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt and (B) any Subsidiary Capitalized Lease permitted by Sections 5.02(b)(ii) or (iv) solely to the extent that is not such Capitalized Lease prohibits a Guarantor as of Lien on the Effective Dateproperty subject thereto, (iii) customary restrictions as set forth in connection any Debt incurred in accordance with Sections 5.02(b)(vii) and 5.02(b)(viii), which provisions in any Permitted Lien or case shall be no more restrictive than those set forth herein and shall in any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only event not restrict the ability of the Loan Parties to grant the asset or assets subject to such Permitted Lien)Liens on the Collateral contemplated by the Loan Documents, (iv) customary restrictions limitations on the disposition or distribution of assets or property in leasesjoint venture agreements, subleasesasset sale agreements, options, sale-leaseback agreements, stock sale agreements, lease agreements, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate other similar agreements, which limitation is applicable only to the assets that are the subject theretoof such agreements, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations customary non-assignment provisions in contracts and (vi) customary provisions restricting assignment of any agreement licenses entered into in the ordinary course of business. Without , (vi) restrictions contained in (1) the Wireless RUS Grant and Security Agreement and (2) any Other Governmental Grant and Security Agreement which does not contain restrictions more onerous than those contained in the Wireless RUS Grant and Security Agreement and (vii) as set forth in any way limiting the foregoingCredit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof, the Borrower shall not, and which provisions in any case shall not permit any other restrict the ability of the Loan Party or Subsidiary to, create, assume, incur, permit or suffer Parties to exist any Lien grant the Liens on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into the Collateral contemplated by the Borrower or any SubsidiaryLoan Documents.

Negative Pledge. The Borrower shall notEnter into or sufferbe subject to existany agreement, and shall not or permit any other Loan Party of its Restricted Subsidiaries to enter into or Subsidiary tosufferbe subject to exist, (a) create, assume, incur, permit any agreement prohibiting or suffer to exist conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or assets (including, without limitation, any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeUnencumbered Assets), except (i) pursuant to this Agreement and the other Loan Documents, Documents or (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with (A) any Permitted Lien or any document or instrument governing any Permitted Lien (Non‑Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Debt, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents, (B) any purchase money Debt permitted under Section 5.02(b)(iv)(A) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Capitalized Lease permitted by Section 5.02(b)(iv)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (D) any Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower); provided, however, that (1) an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets shall be deemed to not constitute an agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets for purposes of this Section 5.02(m) and (2) any provision of the Senior Financing Loan Documents restricting the ability of any Loan Party to encumber its assets (exclusive of any outright prohibition on the ability of any Loan Party to encumber particular assets) shall be deemed to not constitute an agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets for purposes of this Section 5.02(m), so long as such provision is generally consistent with a comparable provision of the Loan Documents., governing any Debt which constitutes a Negative Pledge, other than (i) restrictions on further subordinate Liens on Assets encumbered by a mortgage, deed to secure debt or deed of trust securing such Debt or (ii) Negative Pledges with respect to any Senior Notes Indebtedness or other obligations Asset that is not an Unencumbered Asset (it being agreed that an Asset that is included as an Unencumbered Asset that becomes subject to a Negative Pledge not otherwise permitted under any Senior Notes Indenture entered into by clause (vi) of the definition of the term “Unencumbered Asset Conditions” shall be deemed removed as an Unencumbered Asset in accordance with Section 5.01(j)(ii) and the Borrower or any Subsidiaryshall comply with the requirements of such Section).

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any Lien on of its Subsidiaries (x) that directly or indirectly own (including pursuant to a Qualifying Ground Lease) any Borrowing Base Property Unencumbered Assets or lease any direct Unencumbered Assets pursuant to an Operating Lease to enter into or indirect ownership interest suffer to exist, any Negative Pledge upon any of the Borrower in its property or assets (including, without limitation, any Person owning any Borrowing Base Property, now owned or hereafter acquiredUnencumbered Assets), except for Permitted Liens, pursuant to the Loan Documents and the Other Facilities2018 Term Loan Facility or (by) permit that do not directly or indirectly own any Borrowing Base Property Unencumbered Assets to enter into or suffer to exist, any direct Negative Pledge upon any of its property or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and the other Loan Documentsin connection with any Existing Debt, (ii) customary restrictions contained in pursuant to the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, Loan Documents or (iii) customary restrictions in connection with (A) any Non-Recourse Debt or Permitted Lien or any document or instrument governing any Permitted Lien (Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Indebtedness, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents (provided further that any restriction of the type described in the proviso in the definition of “Negative Pledge” shall not be deemed to secure violate the foregoing restriction), (B) any Senior Notes purchase money Indebtedness permitted under Section 5.02(b)(iii)(A) solely to the extent that the agreement or other obligations under instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (C) any Senior Notes Indenture Capitalized Lease permitted by Section 5.02(b)(iii)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (D) any Indebtedness outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into by solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower or any SubsidiaryBorrower).

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or restricting the creation or assumption of any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and in favor of the other Loan DocumentsSecured Parties, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or Indebtedness permitted under Section 7.2 and secured by Liens permitted under Section 7.1, and any document or instrument governing agreement prohibiting further Liens on the properties encumbered thereby; (iii) the Senior Secured Note Indenture and any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Refinancing Debt, (iv) customary restrictions anti-assignment provisions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to contracts restricting the assets subject theretoassignment thereof, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and Swap Agreements permitted hereunder, (vi) customary provisions in leases restricting assignment assignability or subleasing, (vii) restrictions which are not more restrictive than those contained in this Agreement with respect to Subsidiaries of the Borrower contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement, (viii) under any documents relating to joint ventures of Borrower or any Subsidiary to the extent that such joint ventures are not prohibited hereunder, (ix) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law or (B) consists of customary restrictions and conditions contained in agreements relating to the sale of assets or equity permitted hereunder by Borrower or any Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets of Borrower or the Subsidiary that are to be sold, (x) any prohibition or limitation that arises under any agreement that does not restrict in any manner (directly or indirectly) Liens created in favor of the Secured Parties on any Collateral securing the Obligations and does not require the direct or indirect grant of Liens securing any Indebtedness or other obligation by virtue of the granting of Liens on or the pledge of property of any agreement Loan Party to secure the Obligations, and (xi) licenses or contracts entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into business which by the Borrower or any Subsidiaryterms of such licenses and contacts prohibit the granting of Liens on the rights contained therein.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Restricted Subsidiaries (other than Foreign Subsidiaries) to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of assets securing the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of Obligations under the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeLoan Documents, except (i) pursuant prohibitions or conditions under (A) any purchase money Debt permitted by Section 5.02(b)(ii) solely to this Agreement the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt (together with any accessions and additions thereto and the proceeds thereof), (B) any Existing Debt or other Loan Documents, Debt permitted by Section 5.02(b)(iii)[intentionally omitted] or (C) any Capitalized Lease permitted by Section 5.02(b)(ii) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto (together with any accessions and additions thereto and the proceeds thereof); (ii) customary restrictions contained in and conditions relating to (A) specific property to be sold pursuant to an executed agreement with respect to a permitted Transfer permitted under this agreement, including under Section 5.02(d) or (e) or (B) the organizational documents sale of any property pending the consummation of such sale under stock sale agreements, joint venture agreements, sale/leaseback agreements, purchase agreements, or acquisition agreements (including by way of merger, acquisition or consolidation), entered into by Parent or any Restricted Subsidiary that is not a Guarantor as solely to the extent pending the consummation of the Effective Date, such transaction; (iii) restrictions by reason of customary restrictions in connection with any Permitted Lien provisions restricting Liens, assignments, subletting or any document or instrument governing any Permitted Lien (provided that any such restriction other transfers contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement agreements entered into in the ordinary course of business. Without 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); (iv) restrictions and conditions applicable to any Subsidiary acquired after the FirstSecond Amendment Effective Date if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition and apply solely to such acquired Subsidiary; (v) restrictions disclosed in Schedule 5.02(l); (vi) covenants in documents creating Liens permitted by Section 5.02(a) prohibiting further Liens on the properties encumbered thereby[intentionally omitted]; (vi) [intentionally omitted]; (vii) prohibitions or limitations that exist in any way limiting agreement governing Debt permitted by Section 5.02(b)(viii), (xii), (xi) or (xv), provided that such prohibition or limitation is not more restrictive in any material respect than those contained in the foregoingLoan Documents; (viii) restrictions or limitations imposed by any amendments, refinancings, refundings, renewals, replacements or defeasance that are otherwise permitted by the Borrower shall notLoan Documents of the contracts, instruments or obligations referred to in clause (ii), provided that such amendments, refinancings, refundings, renewals, replacements or defeasance are no more materially restrictive with respect to such prohibitions and shall not permit limitations than those prior to such amendment, refinancing, refunding, renewal, replacement or defeasance; (ix) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any IndebtednessDebt or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure the Obligations; or (x) any Senior Notes Indebtedness prohibition or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiarylimitation that exists pursuant to applicable requirements of law.

Negative Pledge. The Borrower EnergySolutions, Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, enter into after the Second Amendment Effective Date or permit to exist after the Second Amendment Effective Date any new agreement (other than this Agreement, any Duratek Loan Documents or any other Loan Party Document) that limits or Subsidiary toconditions the ability of EnergySolutions, (a) Parent, Holdco or any of their respective Subsidiaries to create, assume, incur, permit assume or suffer to exist Liens on property of such Person except that this Section 7.12 shall not prohibit (a) any negative pledge incurred or provided in connection with any Lien on any Borrowing Base Property or any direct or indirect ownership interest referred to in clause (e) of the Borrower definition of “Permitted Lien” in Article 1 solely to the extent any Person owning any Borrowing Base Propertysuch negative pledge relates to the property secured by or the subject of such Lien, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property restrictions on any Subsidiary of EnergySolutions, Parent or Holdco under any direct agreement in effect at the time such Subsidiary becomes a Subsidiary of EnergySolutions, Parent or indirect ownership interest Holdco, so long as such agreement was not entered into in contemplation of the Borrower such Person becoming a Subsidiary or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan DocumentsSubsidiary of Holdco, (iic) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (d) Additional Permitted Debt, (e) customary restrictions on assignment of contracts (other than assignments in favor of the Collateral Agent for the benefit of the Secured Parties) contained within such agreements, (f) customary restrictions with respect to an asset imposed pursuant to an agreement for the disposition of such asset (so long as such disposition is permitted by Section 7.6 hereof and which agreement is not proscribed by a provision hereof other than those contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, this Section 7.12) and (iiig) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided joint venture agreements of joint ventures that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does are not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiarySubsidiaries.

Negative Pledge. The Borrower EnergySolutions, Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, enter into after the Agreement Date or permit to exist after the Agreement Date any new agreement (other than this Agreement any First Lien Loan Document (as defined in the First Lien Credit Agreements) or any other Loan Party Document) that limits or Subsidiary toconditions the ability of EnergySolutions, (a) Parent, Holdco or any of their respective Subsidiaries to create, assume, incur, permit assume or suffer to exist Liens on property of such Person except that this Section 7.12 shall not prohibit (a) any negative pledge incurred or provided in connection with any Lien on any Borrowing Base Property or any direct or indirect ownership interest referred to in clause (e) of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for definition of “Permitted Liens” in Article 1 solely to the extent any such negative pledge relates to the property secured by or the subject of such Lien, or (b) permit any Borrowing Base Property restrictions on any Subsidiary of EnergySolutions, Parent or Holdco under any direct agreement in effect at the time such Subsidiary becomes a Subsidiary of EnergySolutions, Parent or indirect ownership interest Holdco, so long as such agreement was not entered into in contemplation of the Borrower such Person becoming a Subsidiary or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan DocumentsSubsidiary of Holdco, (iic) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (d) Additional Permitted Debt, (e) customary restrictions on assignment of contracts (other than assignments in favor of the Collateral Agent for the benefit of the Secured Parties) contained within such agreements, (f) customary restrictions with respect to an asset imposed pursuant to an agreement for the disposition of such asset (so long as such disposition is permitted by Section 7.6 hereof and which agreement is not proscribed by a provision hereof other than those contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, this Section 7.12) and (iiig) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided joint venture agreements of joint ventures that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does are not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiarySubsidiaries.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and agreements in favor of the other Loan DocumentsSecured Parties, (ii) customary restrictions contained agreements in favor of secured parties in accordance with the organizational documents of any Subsidiary that is not a Guarantor as of the Effective DateSecond Lien Loan Documents, or (iii) customary restrictions in connection with prohibitions or conditions under (A) any Permitted Lien or any document purchase money Debt permitted by Section 5.02(b)(ii) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt (together with any Permitted Lien accessions and additions thereto and the proceeds thereof), (provided that B) any such restriction contained therein relates only Surviving Debt or (C) any Capitalized Lease permitted by Section 5.02(b)(ii) solely to the asset or assets extent that such Capitalized Lease prohibits a Lien on the property subject to such Permitted Lienthereto (together with any accessions and additions thereto and the proceeds thereof), (iv) specific property to be sold pursuant to an executed agreement with respect to a permitted Transfer permitted under this agreement; (iv) restrictions by reason of customary restrictions provisions restricting Liens, assignments, subletting or other transfers contained in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement agreements entered into in the ordinary course of business. Without 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); (v) restrictions and conditions applicable to any Restricted Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Restricted Subsidiary was acquired, were not created in any way limiting anticipation of such acquisition and apply solely to such acquired Restricted Subsidiary; or (vi) restrictions disclosed in Schedule 5.02(l) to the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryDisclosure Letter.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except prohibitions or conditions under (A) any Existing Debt, or (B) any purchase money Debt permitted by Section 5.02(b)(ii) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Borrowing Base Property or Capitalized Lease permitted by Section 5.02(b)(iii) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (D) any direct or indirect ownership interest Debt outstanding on the date any Person first becomes a Restricted Subsidiaries of the Borrower (so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiaries of the Borrower), (E) the Support Agreement, (F) the Shy Settlement, (G) agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (H) leases, subleases or licenses, sublicenses or service contracts restricting the assignment thereof, (I) any agreement in effect at the time any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest becomes a Subsidiary of the Borrower or a Guarantor, provided that such agreement was not entered in contemplation of such Person becoming a Subsidiary, (J) any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except other contractual requirements (i) including pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained any corporate governance documents in the organizational documents nature of any a charter or by-laws) of a Finance Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions arising in connection with any a Permitted Lien or any document or instrument governing any Permitted Lien (provided Receivables Financing, provided, that any such restriction contained therein relates encumbrances and restrictions apply only to the asset or assets subject to such Permitted Lien)Finance Subsidiary, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (vK) any restrictions pursuant to agreement in effect on the Senior Notes Indenture so long date hereof as any such Negative Pledge agreement is in effect on such date, or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (viL) customary provisions restricting assignment of any agreement in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business. Without business that restrict the transfer of ownership interests in any way limiting the foregoingsuch partnership, the Borrower shall notlimited liability company, and shall not permit any other Loan Party joint venture or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiarysimilar Person.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of assets securing the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of Obligations under the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeLoan Documents, except (i) pursuant prohibitions or conditions under (A) any purchase money Debt permitted by Section 5.02(b)(ii) solely to this Agreement the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt (together with any accessions and additions thereto and the other Loan Documentsproceeds thereof), (B) [intentionally omitted] or (C) any Capitalized Lease permitted by Section 5.02(b)(ii) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto (together with any accessions and additions thereto and the proceeds thereof); (ii) customary restrictions contained in and conditions relating to (A) specific property to be sold pursuant to an executed agreement with respect to a Transfer permitted under this agreement, including under Section 5.02(d) or (e) or (B) the organizational documents sale of any property pending the consummation of such sale under stock sale agreements, joint venture agreements, sale/leaseback agreements, purchase agreements, or acquisition agreements (including by way of merger, acquisition or consolidation), entered into by Parent or any Restricted Subsidiary that is not a Guarantor as solely to the extent pending the consummation of the Effective Date, such transaction; (iii) restrictions by reason of customary restrictions in connection with any Permitted Lien provisions restricting Liens, assignments, subletting or any document or instrument governing any Permitted Lien (provided that any such restriction other transfers contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement agreements entered into in the ordinary course of business. Without 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); (iv) restrictions and conditions applicable to any Subsidiary acquired after the Effective Date if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition and apply solely to such acquired Subsidiary; (v) [intentionally omitted]; (vi) [intentionally omitted]; (vii) prohibitions or limitations that exist in any way limiting agreement governing Debt permitted by Section 5.02(b)(viii), (xii), or (xi); provided that such prohibition or limitation is not more restrictive in any material respect than those contained in the foregoingLoan Documents; (viii) restrictions or limitations imposed by any amendments, refinancings, refundings, renewals, replacements or defeasance that are otherwise permitted by the Borrower shall notLoan Documents of the contracts, instruments or obligations referred to in clause (ii), provided that such amendments, refinancings, refundings, renewals, replacements or defeasance are no more materially restrictive with respect to such prohibitions and shall not permit limitations than those prior to such amendment, refinancing, refunding, renewal, replacement or defeasance; (ix) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Debt or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure the Obligations; or (x) any Senior Notes Indebtedness prohibition or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiarylimitation that exists pursuant to applicable requirements of law.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning a Borrowing Base Propertyany Unencumbered Pool Asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning an Unencumbered Pool Asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) pursuant to this the Term Loan Agreement (and the other Loan Documents, provisions thereof) or (ii) customary restrictions contained any other agreement (or provision thereof) in favor of the organizational documents holders of any Subsidiary Indebtedness that is not a Guarantor as of pari passu with the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without on terms no more onerous in any way limiting the foregoingmaterial respect than those set forth in this Agreement. Prior to securitization, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary Warehouse Entity to, (a) create, assume, incur, permit or suffer to exist any Lien on any Property to secure asset of such Warehouse Entity or any Senior Notes Indebtedness direct or other obligations under any Senior Notes Indenture entered into by indirect ownership interest of the Borrower or Spirit REIT in any SubsidiaryPerson owning such asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any asset of such Warehouse Entity or any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning such asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) the Term Loan Agreement (and the provisions thereof) or (ii) any other agreement (or provision thereof) in favor of the holders of Indebtedness that is pari passu with the Obligations on terms no more onerous in any material respect than those set forth in this Agreement. Each Lender executing this Agreement waives any Default or Event of Default arising as a result of the Negative Pledge set forth in the Term Loan Agreement with respect to the Unencumbered Pool Assets and any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning the Unencumbered Pool Assets. The waiver set forth in this Section 1 is expressly limited to the terms set forth above and shall not constitute a waiver of any other provision of the Credit Agreement.

Negative Pledge. The Borrower (a) Parent and EnergySolutions each shall not, and subject to clause (b) below, shall not permit any of their respective Subsidiaries (other than Special Purpose Subsidiaries) to, enter into or permit to exist any agreement or arrangement (other than this Agreement, any other Loan Party Document or Subsidiary tothe Senior Notes Documents) that limits or conditions the ability of Parent, (a) EnergySolutions or any of their respective Subsidiaries to create, assume, incur, permit assume or suffer to exist any Lien Liens on any Borrowing Base Property asset or any direct or indirect ownership interest property of the Borrower in any such Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except that this Section 7.10 shall not prohibit (i) pursuant any negative pledge incurred or provided in connection with any Lien referred to this Agreement and in clause (e) of the other Loan Documentsdefinition of the term “Permitted Lien” solely to the extent any such negative pledge relates to the property secured by or the subject of such Lien, (ii) customary any restrictions contained in the organizational documents of on any Subsidiary that is under any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Guarantor as of the Effective DateSubsidiary, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument agreements governing any Permitted Lien purchase money Liens or Capitalized Lease Obligations otherwise permitted hereby (provided that in which case, any such restriction contained therein relates prohibition or limitation shall only to be effective against the asset or assets subject to such Permitted Lienfinanced thereby), (iv) customary restrictions in leaseson assignment of contracts contained within such contracts, subleases, licenses and sublicenses or (v) customary restrictions with respect to an asset sale imposed pursuant to an agreement otherwise permitted by this Agreement for the disposition of such asset (so long as such restrictions relate only to the assets subject theretodisposition is permitted by Section 7.4 and which agreement is not proscribed by a provision hereof other than those contained in this Section 7.10(a)), (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment restrictions in joint venture agreements of any agreement entered into joint ventures that are not Subsidiaries and (vii) restrictions or conditions in agreements and other documents governing or evidencing Additional Permitted Debt to the ordinary course extent such restrictions and conditions do not affect the ability of business. Without in any way limiting the foregoingParent, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower EnergySolutions or any Subsidiaryof their respective Subsidiaries to create Liens securing the Secured Obligations in favor of the Administrative Agent and for the benefit of the Secured Parties.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any of its property or assets (including, without limitation, any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeProperties), except (i) pursuant to this Agreement and the other Loan Documents, Documents or the Revolving Loan Documents or (ii) customary restrictions with respect to any property or assets other than Borrowing Base Properties in connection with (A) any Surviving Debt and any Refinancing Debt extending, refunding or refinancing such Surviving Debt, so long as the prohibitions or conditions contained in such Refinancing Debt are no more restrictive than the corresponding provisions contained in the organizational documents of Debt which is extended, refunded or refinanced thereby, (B) any Subsidiary Non-Recourse Debt permitted by Section 5.02(b)(ii)(E) solely to the extent that is not a Guarantor as (1) the Person incurring such Non-Recourse Debt has no Subsidiaries and (2) the agreements or instruments governing such Non-Recourse Debt prohibit Liens on the property of the Effective DatePerson incurring such Non-Recourse Debt and the Equity Interests in such Person, (iiiC) customary restrictions any Secured Recourse Debt permitted by Section 5.02(b)(ii)(F) solely to the extent that the agreements or instruments governing such Secured Recourse Debt prohibit Liens on the property securing such Debt, and in connection with any Permitted Lien mezzanine financing Liens on any underlying real estate relating thereto (other than any Borrowing Base Property or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lieninterest therein), (ivD) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise any Capitalized Lease permitted by this Agreement Section 5.02(b)(ii)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (E) any Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does agreement was not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryBorrower).

Negative Pledge. The Borrower (a) EnergySolutions and Parent each shall not, and shall cause each of their respective Subsidiaries (other than a Special Purpose Subsidiary) not to, enter into after the Agreement Date or permit to exist after the Agreement Date any new agreement (other than this Agreement, any Duratek Loan Documents or any other Loan Party Document) that limits or Subsidiary toconditions the ability of EnergySolutions, (a) Parent or any of their respective Subsidiaries to create, assume, incur, permit assume or suffer to exist Liens on property of such Person except that this Section 7.12 shall not prohibit (a) any negative pledge incurred or provided in connection with any Lien on any Borrowing Base Property or any direct or indirect ownership interest referred to in clause (e) of the Borrower definition of “Permitted Lien” in Article 1 solely to the extent any Person owning any Borrowing Base Propertysuch negative pledge relates to the property secured by or the subject of such Lien, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property restrictions on any Subsidiary of EnergySolutions under any agreement in effect at the time such Subsidiary becomes a Subsidiary of EnergySolutions or Parent, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (c) any direct agreements governing any purchase money Liens or indirect ownership interest Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (d) Additional Permitted Debt, (e) customary restrictions on assignment of contracts (other than assignments in favor of the Borrower or in any Person owning a Borrowing Base PropertyCollateral Agent for the benefit of the Secured Parties) contained within such agreements, (f) customary restrictions with respect to be subject to a Negative Pledge, except (i) an asset imposed pursuant to an agreement for the disposition of such asset (so long as such disposition is permitted by Section 7.6 hereof and which agreement is not proscribed by a provision hereof other than those contained in this Section 7.12), (g) customary restrictions in joint venture agreements of joint ventures that are not Subsidiaries and (h) this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryEnergySolutions Credit Agreement.

Negative Pledge. The Borrower shall notwill not create, and shall not permit any other Loan Party or Subsidiary to, (a) createincur, assume, permit or suffer to exist with respect to any of the assets or property of the Borrower or Commercial Federal or their respective Wholly-Owned Subsidiaries (including, without limitation, the Borrower's stock in and evidences of debt from Commercial Federal or other Subsidiaries) or any income, revenue, or profits therefrom, all whether now owned or possessed or hereafter acquired, any Lien, assignment, hypothecation, charge, adverse claim or other encumbrance thereon, excepting only Permitted Liens. Neither the Borrower nor Commercial Federal nor any of their respective Wholly-Owned Subsidiaries will transfer or convey any of its assets or property (including without limitation, its stock in Subsidiaries), or any income, revenue, profits therefrom, all whether now owned or possessed or hereafter acquired, for the purpose, or with the effect, of subjecting the same to payment of any Indebtedness or other obligation in priority of payment over its general creditors. Neither the Borrower nor Commercial Federal nor any of their respective Wholly-Owned Subsidiaries will suffer to exist any Indebtedness or obligation (other than Indebtedness or an obligation secured by a Permitted Lien which does not otherwise create a Default or Event of Default under this Agreement) which may, by law, if unpaid or in the event of bankruptcy or insolvency, or otherwise, be given priority in payment over its general creditors; nor will the Borrower or Commercial Federal or any of their respective Wholly-Owned Subsidiaries make any agreement or arrangement to subordinate the payment of the Term Notes or the Revolving Notes to any other Indebtedness. Without limiting the generality of the foregoing, if the Borrower or Commercial Federal or any of their respective Wholly-Owned Subsidiaries shall create, incur, assume, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for (other than Permitted Liens) upon any of its property or assets, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base PropertyCommercial Federal or their respective Wholly-Owned Subsidiaries, as applicable, shall make or cause to be subject to a Negative Pledge, except (i) pursuant to this Agreement made effective provision for the Term Note and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection Revolving Note to be secured equally and ratably with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to Indebtedness secured by the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to other Indebtedness shall be so secured; provided, however, that such Lien will constitute a breach of this Section 6.3 regardless of the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge Borrower's or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party Commercial Federal's or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiarytheir respective Wholly-Owned Subsidiaries' compliance with this last sentence.

Negative Pledge. The Borrower shall notEnter into or suffer to exist, or permit any Subsidiary of Parent to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except prior to the initial Borrowings on the Closing Date (x) to the extent permitted under Section 7.12 of the Existing Parent Credit Agreement (as in effect on the date hereof) or (y) any other transaction to the extent the restriction of such transaction is prohibited by Section 7.17 of the Existing Parent Credit Agreement (as in effect on the date hereof), and shall not permit any other Loan Party or Subsidiary to, from and after the initial Borrowings on the Closing Date except agreements (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest in favor of the Borrower in any Person owning any Borrowing Base PropertySecured Parties, now owned or hereafter acquired, except for Permitted Liens, or (b) permit evidencing any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan DocumentsSurviving Debt, (iic) customary restrictions contained in evidencing purchase money Debt permitted by Section 7.02(c)(ii) solely to the organizational documents of any Subsidiary extent that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt or, (d) evidencing any Permitted Capitalized Lease permitted by Section 7.02(c)(iv) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (provided that any e) evidencing Debt permitted under Section 7.02(e) or (n), in each case to the extent such restriction restrictions or conditions contained therein relates only to the asset or assets subject to such Permitted Lien)are not in conflict with any Collateral and Guarantee Requirements, (ivf) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise evidencing other secured Debt permitted by this Agreement so long as such to the extent the restrictions relate or conditions contained therein (I) apply only to the property or assets subject theretosecuring such Debt and (II) are not in conflict with any Collateral and Guarantee Requirements, (vg) any containing customary restrictions pursuant and conditions relating to the Senior Notes Indenture so long as any sale of a Subsidiary of Parent or property pending such Negative Pledge sale; provided that such restrictions and conditions apply only to the Subsidiary of Parent or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations property that is to be sold, and such sale is permitted under this Agreement, or (vih) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting business containing customary provisions restricting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiaryassignment thereof.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any Lien on of its Subsidiaries (x) that directly or indirectly own (including pursuant to a Qualifying Ground Lease) any Borrowing Base Property Unencumbered Assets or lease any direct Unencumbered Assets pursuant to an Operating Lease to enter into or indirect ownership interest suffer to exist, any Negative Pledge upon any of the Borrower in its property or assets (including, without limitation, any Person owning any Borrowing Base Property, now owned or hereafter acquiredUnencumbered Assets), except for Permitted Liens, pursuant to the Loan Documents and the 2018 Term Loan Facility or (by) permit that do not directly or indirectly own any Borrowing Base Property Unencumbered Assets to enter into or suffer to exist, any direct Negative Pledge upon any of its property or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and the other Loan Documentsin connection with any Existing Debt, (ii) customary restrictions contained in pursuant to the organizational documents of any Subsidiary that is not a Guarantor as of Loan Documents and under the Effective Date2018 Term Loan Facility, the Summit JV MR1 Facility and the Summit SubJV Facility or (iii) customary restrictions in connection with (A) any Non-Recourse Debt or Permitted Lien or any document or instrument governing any Permitted Lien (Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Indebtedness, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents (provided further that any restriction of the type described in the proviso in the definition of “Negative Pledge” shall not be deemed to secure violate the foregoing restriction), (B) any Senior Notes purchase money Indebtedness permitted under Section 5.02(b)(iii)(A) solely to the extent that the agreement or other obligations under instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (C) any Senior Notes Indenture Capitalized Lease permitted by Section 5.02(b)(iii)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (D) any Indebtedness outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into by solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower or any Subsidiary.Borrower). (n)

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assumeCreate, incur, permit assume or suffer to exist any Lien on any Borrowing Base Property of its assets or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, property now owned or hereafter acquiredacquired or, except for Permitted Liens, or except: (a) Liens securing the Obligations pursuant to the Loan Documents (if any); (b) permit Permitted Encumbrances; (c) any Borrowing Base Property Liens on any property or any direct or indirect ownership interest assets of the Borrower or its Restricted Subsidiaries existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary; (d) purchase money Liens upon or in any Person owning a Borrowing Base Propertyfixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, to be subject to a Negative Pledgeconstruction or improvement of such fixed or capital assets (including Liens securing any Finance Lease Liabilities); provided, except that (i) pursuant to this Agreement and the other Loan Documentssuch Lien secured Indebtedness permitted by Section 7.1(c), (ii) customary restrictions contained in such Lien attaches to such asset concurrently or within 90 days after the organizational documents of any Subsidiary that is not a Guarantor as acquisition, improvement or completion of the Effective Dateconstruction thereof, (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (f) Liens securing Acquired Indebtedness permitted under Section 7.1(i), provided that (i) such Liens do not at any time encumber any property other than property of the Person acquired in the applicable Permitted Acquisition at the time of such Permitted Acquisition and (ii) such Liens shall exist prior to the applicable Permitted Acquisition and shall not be incurred in anticipation of the applicable Permitted Acquisition; (g) Liens securing Indebtedness permitted by Section 7.1(j); (h) Liens in cash and Permitted Investments securing the reimbursement and related obligations under Additional Letters of Credit; (i) normal and customary restrictions rights of setoff upon deposits of cash in favor of banks or other depository institutions; and (j) customary escrow arrangements and segregated accounts (to the extent such segregated account is deemed to have incurred an encumbrance in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only covenants applicable to the asset or assets subject to proceeds contained in such Permitted Liensegregated account), (iv) customary restrictions in leaseseach case, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting definition of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiarySpecified Cash.

Negative Pledge. The Borrower (a) EnergySolutions and Parent each shall not, and shall cause each of their respective Subsidiaries (other than a Special Purpose Subsidiary) not to, enter into after the Agreement Date or permit to exist after the Agreement Date any new agreement (other than this Agreement, any Duratek Loan Document or any other Loan Party Document) that limits or Subsidiary toconditions the ability of EnergySolutions, (a) Parent or any of their respective Subsidiaries to create, assume, incur, permit assume or suffer to exist Liens on property of such Person except that this Section 7.12 shall not prohibit (a) any negative pledge incurred or provided in connection with any Lien on any Borrowing Base Property or any direct or indirect ownership interest referred to in clause (e) of the Borrower definition of “Permitted Lien” in Article 1 solely to the extent any Person owning any Borrowing Base Propertysuch negative pledge relates to the property secured by or the subject of such Lien, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property restrictions on any Subsidiary of EnergySolutions under any agreement in effect at the time such Subsidiary becomes a Subsidiary of EnergySolutions or Parent, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (c) any direct agreements governing any purchase money Liens or indirect ownership interest Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (d) Additional Permitted Debt, (e) customary restrictions on assignment of contracts (other than assignments in favor of the Borrower or in any Person owning a Borrowing Base PropertyCollateral Agent for the benefit of the Secured Parties) contained within such agreements, (f) customary restrictions with respect to be subject to a Negative Pledge, except (i) an asset imposed pursuant to an agreement for the disposition of such asset (so long as such disposition is permitted by Section 7.6 hereof and which agreement is not proscribed by a provision hereof other than those contained in this Section 7.12), (g) customary restrictions in joint venture agreements of joint ventures that are not Subsidiaries and (h) this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryEnergySolutions Credit Agreement.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and agreements in favor of the other Loan DocumentsSecured Parties, (ii) customary restrictions contained agreements in favor of secured parties in accordance with the organizational documents of any Subsidiary that is not a Guarantor as of the Effective DateSecond Lien Loan Documents, or (iii) customary restrictions in connection with prohibitions or conditions under (A) any Permitted Lien or any document purchase money Debt permitted by Section 5.02(b)(ii) solely to the extent that the agreement or instrument governing 80 such Debt prohibits a Lien on the property acquired with the proceeds of such Debt (together with any Permitted Lien accessions and additions thereto and the proceeds thereof), (provided that B) any such restriction contained therein relates only Surviving Debt or (C) any Capitalized Lease permitted by Section 5.02(b)(ii) solely to the asset or assets extent that such Capitalized Lease prohibits a Lien on the property subject to such Permitted Lienthereto (together with any accessions and additions thereto and the proceeds thereof), (iv) specific property to be sold pursuant to an executed agreement with respect to a permitted Transfer permitted under this agreement; (iv) restrictions by reason of customary restrictions provisions restricting Liens, assignments, subletting or other transfers contained in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement agreements entered into in the ordinary course of business. Without 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); (v) restrictions and conditions applicable to any Restricted Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Restricted Subsidiary was acquired, were not created in any way limiting anticipation of such acquisition and apply solely to such acquired Restricted Subsidiary; or (vi) restrictions disclosed in Schedule 5.02(l) to the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any SubsidiaryDisclosure Letter.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or assets (including, without limitation, any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeUnencumbered Assets), except (i) pursuant to this Agreement and the other Loan Documents, Documents or (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with (A) any Permitted Lien or any document or instrument governing any Permitted Lien (Non‑Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Debt, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents, (B) any purchase money Debt permitted under Section 5.02(b)(iv)(A) solely to secure the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Senior Notes Indebtedness Capitalized Lease permitted by Section 5.02(b)(iv)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or other obligations under (D) any Senior Notes Indenture Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into by solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower Borrower); provided, however, that (1) an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets shall be deemed to not constitute an agreement prohibiting or conditioning the creation or assumption of any SubsidiaryLien upon any of its property or assets for purposes of this Section 5.02(m) and (2) any provision of the Senior Financing Loan Documents restricting the ability of any Loan Party to encumber its assets (exclusive of any outright prohibition on the ability of any Loan Party to encumber particular assets) shall be deemed to not constitute an agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets for purposes of this Section 5.02(m), so long as such provision is generally consistent with a comparable provision of the Loan Documents.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement The Parent and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence. (b) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i)(x) evidencing Indebtedness which the Parent, the Borrower, such other Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3., (y) which Indebtedness is secured by a Lien permitted to exist, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) consisting of customary provisions in leases and other contracts restricting the assignment thereof; (iii) relating to the sale of a Subsidiary or assets pending such sale, provided that in any Property such case the Negative Pledge applies only to secure the Subsidiary or the assets that are the subject of such sale; or (iv) that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or less restrictive than, those restrictions contained in the Loan Documents. (c) The Parent and the Borrower shall not, and shall not permit any Senior Notes Indebtedness other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other obligations under any Senior Notes Indenture entered into equity interests owned by the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary, except for any such encumbrances or restrictions, (A) contained in agreements relating to the sale of a Subsidiary or assets pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Sections 10.3. and 10.6.(a), provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (B) set forth in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (C) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction covers any Equity Interest in such Unconsolidated Affiliate) or (D) in any other agreement (1) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (2) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents.

Negative Pledge. The No Borrower Party shall, or shall not, and shall not permit any other Loan Subsidiary of any Borrower Party to, directly or indirectly, enter into any agreement with any Person that prohibits or restricts or limits the ability of any Borrower Party or any such Subsidiary to, (a) to create, assume, incur, permit pledge, or suffer to exist any Lien on upon any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liensits respective assets, or restricts the ability of any Subsidiary of a Borrower to pay Dividends to such Borrower except prohibitions or conditions (ba) permit any Borrowing Base Property or any direct or indirect ownership interest of under the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except (i) pursuant to this Agreement and the other Loan Documents, (iib) customary restrictions contained under the Senior Notes Documents, (c) under the definitive documentation in the organizational documents respect of any Subsidiary Funded Debt permitted by Section 8.1(d) solely to the extent that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document agreement or instrument governing any Permitted such Funded Debt or Capitalized Lease Obligation prohibits a Lien (provided that any on the property acquired with the proceeds of such restriction contained therein relates only to Indebtedness or the asset or assets property subject to such Permitted Lien)Capitalized Lease Obligation, respectively, (ivd) existing by reason of customary restrictions provisions restricting pledges, assignments, subletting or other transfers contained in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement agreements entered into in the ordinary course of business. Without ; provided, that such restrictions are limited to the property or assets subject to such leases, licenses or similar agreements, as the case may be, (e) with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, (f) imposed by any way limiting amendments or refinancings that are otherwise permitted by the foregoingLoan Documents or the contracts, instruments or obligations referred to in clause (c) above; provided that such amendments or 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, if requested by any Administrative Agent, certified in writing to each Administrative Agent by an Authorized Signatory of the Administrative Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations (g) under any Senior Notes Indenture Funded Debt of a Person outstanding on the date such Person first becomes a Subsidiary of a Borrower; provided, that the agreements imposing such prohibitions or conditions were not entered into by the Borrower or any Subsidiarysolely in contemplation of such Person becoming a Subsidiary of a Borrower.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Subsidiaries (other than Foreign Subsidiaries) to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of assets securing the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of Obligations under the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeLoan Documents, except (i) pursuant prohibitions or conditions under (A) any purchase money Debt permitted by Section 5.02(b)(ii) solely to this Agreement the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt (together with any accessions and additions thereto and the proceeds thereof), (B) any Existing Debt or other Loan Documents, Debt permitted by Section 5.02(b)(iii) or (C) any Capitalized Lease permitted by Section 5.02(b)(ii) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto (together with any accessions and additions thereto and the proceeds thereof); (ii) customary restrictions contained in and conditions relating to (A) specific property to be sold pursuant to an executed agreement with respect to a permitted Transfer permitted under this agreement, including under Section 5.02(d) or (e) or (B) the organizational documents sale of any property pending the consummation of such sale under stock sale agreements, joint venture agreements, sale/leaseback agreements, purchase agreements, or acquisition agreements (including by way of merger, acquisition or consolidation), entered into by Parent or any Subsidiary that is not a Guarantor as solely to the extent pending the consummation of the Effective Date, such transaction; (iii) restrictions by reason of customary restrictions in connection with any Permitted Lien provisions restricting Liens, assignments, subletting or any document or instrument governing any Permitted Lien (provided that any such restriction other transfers contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement agreements entered into in the ordinary course of business. Without 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); (iv) restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition and apply solely to such acquired Subsidiary; (v) restrictions disclosed in Schedule 5.02(l); (vi) covenants in documents creating Liens permitted by Section 5.02(a) prohibiting further Liens on the properties encumbered thereby; (vii) prohibitions or limitations that exist in any way limiting agreement governing Debt permitted by Section 5.02(b)(viii), (xii), (xi) (xv), provided that such prohibition or limitation is not more restrictive in any material respect than those contained in the foregoingLoan Documents; (viii) restrictions or limitations imposed by any amendments, refinancings, refundings, renewals, replacements or defeasance that are otherwise permitted by the Borrower shall notLoan Documents of the contracts, instruments or obligations referred to in clause (ii), provided that such amendments, refinancings, refundings, renewals, replacements or defeasance are no more materially restrictive with respect to such prohibitions and shall not permit limitations than those prior to such amendment, refinancing, refunding, renewal, replacement or defeasance; (ix) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Party Documents on any Collateral securing the Obligations and does not require the direct or Subsidiary to, create, assume, incur, permit or suffer to exist indirect granting of any Lien on securing any Property to secure any Senior Notes Indebtedness or other obligations under obligation by virtue of the granting of Liens on or pledge of property of any Senior Notes Indenture entered into by Loan Party to secure the Borrower Obligations; or (x) any Subsidiaryprohibition or limitation that exists pursuant to applicable requirements of law.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien on upon any Borrowing Base Property of its property or any direct or indirect ownership interest of assets securing the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest of Obligations under the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative PledgeLoan Documents, except (i) pursuant prohibitions or conditions under (A) any purchase money Debt permitted by Section 5.02(b)(ii) solely to this Agreement the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt (together with any accessions and additions thereto and the other Loan Documentsproceeds thereof), (B) [intentionally omitted] or (C) any Capitalized Lease permitted by Section 5.02(b)(ii) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto (together with any accessions and additions thereto and the proceeds thereof); (ii) customary restrictions contained in and conditions relating to (A) specific property to be sold pursuant to an executed agreement with respect to a Transfer permitted under this agreement, including under Section 5.02(d) or (e) or (B) the organizational documents sale of any property pending the consummation of such sale under stock sale agreements, joint venture agreements, sale/leaseback agreements, purchase agreements, or acquisition agreements (including by way of merger, acquisition or consolidation), entered into by Parent or any Restricted Subsidiary that is not a Guarantor as solely to the extent pending the consummation of the Effective Date, such transaction; (iii) restrictions by reason of customary restrictions in connection with any Permitted Lien provisions restricting Liens, assignments, subletting or any document or instrument governing any Permitted Lien (provided that any such restriction other transfers contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement agreements entered into in the ordinary course of business. Without 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); (iv) restrictions and conditions applicable to any Subsidiary acquired after the Effective Date if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition and apply solely to such acquired Subsidiary; (v) [intentionally omitted]; (vi) prohibitions or limitations that exist in any way limiting JV IP License Agreement or Bonobos IP License Agreement (each as in effect on the foregoingEffective Date or as subsequently amended in accordance with Section 5.02(k)(ii)); (vii) prohibitions or limitations that exist in any agreement governing Debt permitted by Section 5.02(b)(viii) or (xi); provided that such prohibition or limitation is not more restrictive in any material respect than those contained in the Loan Documents; (viii) restrictions or limitations imposed by any amendments, refinancings, refundings, renewals, replacements or defeasance that are otherwise permitted by the Borrower shall notLoan Documents of the contracts, instruments or obligations referred to in clause (ii), provided that such amendments, refinancings, refundings, renewals, replacements or defeasance are no more materially restrictive with respect to such prohibitions and shall not permit limitations than those prior to such amendment, refinancing, refunding, renewal, replacement or defeasance; (ix) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Debt or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure the Obligations; or (x) any Senior Notes Indebtedness prohibition or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiarylimitation that exists pursuant to applicable requirements of law.

Negative Pledge. The Borrower shall notThis Condition 3 applies only to Senior Notes. So long as any of the Senior Notes remains outstanding (as defined in the Agency Agreement), neither the Issuer nor the Guarantor will and shall not permit procure that no Material Subsidiary (as defined in the Agency Agreement) of the Issuer or the Guarantor will, create or have outstanding any mortgage, lien (other than solely by operation of law), pledge or other charge upon the whole or any part of its undertaking or assets, present or future, (including any uncalled capital) to secure any Public Debt of any Person or any obligation of any Person under any guarantee of or indemnity in respect of any Public Debt of any other Loan Party Person without at the same time or prior thereto securing the Notes equally and rateably therewith or providing such other security for the Notes as shall be approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders. Nothing in this Condition 3 shall prevent the Issuer, the Guarantor or any Material Subsidiary of the Issuer or the Guarantor, as the case may be, from creating or permitting to subsist a mortgage, lien, pledge or other charge upon a defined or definable pool of its assets including, but not limited to, receivables (a) createnot representing all of the assets of the Issuer, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property the Guarantor or any direct or indirect ownership interest Material Subsidiary of the Borrower Issuer or the Guarantor, as the case may be) (the “Secured Assets”) which is or was created pursuant to any securitisation or like arrangement in accordance with established market practice (whether or not involving itself as the issuer of any issue of asset backed securities) and whereby all payment obligations in respect of the Public Debt of any Person owning or under any Borrowing Base Propertyguarantee of or indemnity in respect of the Public Debt of any other Person, now owned or hereafter acquiredas the case may be, except for Permitted Lienssecured on, or (b) permit any Borrowing Base Property or any direct or indirect ownership on an interest of in, the Borrower or in any Person owning a Borrowing Base Property, Secured Assets are to be subject to a Negative Pledge, except discharged solely from the Secured Assets (or solely from (i) pursuant to this Agreement the Secured Assets and the other Loan Documents, (ii) customary restrictions contained in assets of a Person other than the organizational documents of Issuer, the Guarantor or any Material Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien Issuer or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted LienGuarantor), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiary.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning a Borrowing Base Propertyany Unencumbered Pool Asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning an Unencumbered Pool Asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) pursuant to this the Term Loan Agreement (and the other Loan Documents, provisions thereof) or (ii) customary restrictions contained any other agreement (or provision thereof) in favor of the organizational documents holders of any Subsidiary Indebtedness that is not a Guarantor as of pari passu with the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without on terms no more onerous in any way limiting the foregoingmaterial respect than those set forth in this Agreement. Prior to securitization, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary Warehouse Entity to, (a) create, assume, incur, permit or suffer to exist any Lien on any Property to secure asset of such Warehouse Entity or any Senior Notes Indebtedness direct or other obligations under any Senior Notes Indenture entered into by indirect ownership interest of the Borrower or Spirit REIT in any SubsidiaryPerson owning such asset, now owned or hereafter acquired, except for Permitted Liens (but not Permitted Liens described in clause (g) of such definition) or (b) permit any asset of such Warehouse Entity or any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning such asset, to be subject to a Negative Pledge, except for any Negative Pledge contained in (i) the Term Loan Agreement (and the provisions thereof) or (ii) any other agreement (or provision thereof) in favor of the holders of Indebtedness that is pari passu with the Obligations on terms no more onerous in any material respect than those set forth in this Agreement.

Negative Pledge. The Borrower shall not, and shall not permit Directly or indirectly enter into any other Loan Party or Subsidiary to, agreement with any Person that (a) prohibits or restricts or limits the ability of the Borrower or any Guarantor to create, assume, incur, permit pledge or suffer to exist any Lien on upon any Borrowing Base Property or any direct or indirect ownership interest assets of the Borrower or any Guarantor in any Person owning any Borrowing Base Propertyfavor of or for the benefit of the Lender, now owned or hereafter acquired, except for Permitted Liens, as contemplated herein or (b) permit prohibits, restricts or imposes any Borrowing Base Property condition upon the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the Borrower or any direct other Restricted Subsidiary or indirect ownership interest to guarantee Indebtedness of the Borrower or in any Person owning a Borrowing Base Property, other Restricted Subsidiary; provided that (A) the foregoing shall not apply to be subject to a Negative Pledge, except (i) pursuant to this Agreement restrictions and the other conditions imposed by law or by any Loan DocumentsDocument, (iiB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the organizational documents sale of any a Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (assets pending such sale, provided that any such restriction contained therein relates restrictions and conditions apply only to the asset Subsidiary or the assets that are to be sold and the proceeds thereof, and such sale is permitted hereunder, (C) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Permitted Liens if such restrictions or conditions apply only to the property or assets subject to such Permitted Lien)Liens and the proceeds thereof, (ivD) clause (a) of the foregoing shall not apply to customary restrictions provisions in leasesleases and other contracts restricting the assignment thereof and (E) clause (b) of the foregoing shall not apply to provisions in the Existing Credit Agreement, subleasesthe Senior Notes or any Material Debt, licenses in each case outstanding on the Effective Date, and sublicenses or asset sale agreement otherwise any subsequent Material Debt permitted to be incurred by this Agreement so long as such restrictions relate only and any Refinancing Indebtedness with respect to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. Without in any way limiting the foregoing, to the Borrower shall notextent such provisions in such Material Debt or such Refinancing Indebtedness, taken as a whole, are not materially more restrictive than such provisions, taken as a whole, in (i) with respect to such Material Debt, the Senior Notes, and shall not permit any other Loan Party or Subsidiary to(ii) with respect to such Refinancing Indebtedness, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes the Refinanced Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiaryrelating thereto.

Negative Pledge. The Borrower shall notwill not enter into or suffer to exist, and shall not or permit any of its Subsidiaries to enter into or suffer to exist, any agreement (other than the Loan Party Documents) prohibiting or Subsidiary toconditioning the creation or assumption of any Lien upon any of the Borrower’s property or assets for the benefit of the Agent, the Lenders and the Issuing Banks with respect to the Obligations under the Loan Documents except (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest agreements in favor of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or Agent and the Lenders; (b) permit any Borrowing Base Property prohibitions or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except conditions under (i) pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained in the organizational documents of any Subsidiary that is not a Guarantor as of Indebtedness or agreements existing on the Effective Date, (iiiii) customary restrictions in connection with any Permitted Lien or any document purchase money Indebtedness not prohibited hereunder solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (iii) any Permitted Lien (provided that any such restriction contained therein relates only Capital Lease not prohibited hereunder solely to the asset or assets extent that such Capital Lease prohibits a Lien on the property subject to such Permitted Lien)thereto, (iv) customary restrictions in leases, subleases, licenses and sublicenses any Indebtedness outstanding or asset sale agreement otherwise permitted by this Agreement agreements existing on the date any Person first becomes a Subsidiary of the Borrower (so long as such restrictions agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower), (v) any Indebtedness permitted pursuant to Section 5.03(k)(vii) to the extent no more restrictive than the covenants in this Agreement or (vi) or relating to any Receivables Facility; (c) software and other intellectual property licenses pursuant to which the Borrower or any of its Subsidiaries 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 that are subject thereto, of the applicable license); (vd) any restrictions pursuant customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the Senior Notes Indenture so long as any such Negative Pledge Ordinary Course of Business; or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vie) customary provisions restricting assignment of any agreement entered into in the ordinary course Ordinary Course of businessBusiness. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiary.(j)

Negative Pledge. The Borrower shall notEnter into or suffer to exist, and shall not or permit any other Loan Party of its Subsidiaries to enter into or Subsidiary tosuffer to exist, (x) any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest agreements in favor of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, Administrative Agent or (b) permit any Borrowing Base Property prohibitions or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except conditions under (i) pursuant any Capital Lease permitted by Section 7.03(c) solely to this Agreement and the other Loan Documentsextent that such Capital Lease prohibits a Lien on the property subject thereto, or (ii) by reason of customary restrictions provisions restricting pledges, assignments, subletting or other transfers contained in the organizational documents of any Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement agreements entered into in the ordinary course of business. Without in business (provided that such restrictions are limited to the property or assets subject to such leases, licenses or similar agreements, as the case may be) or (iii) any way Indebtedness outstanding on the Closing Date (including, for the avoidance of doubt, the Indebtedness under the Existing Agreements and the Convertible Notes) or (y) any agreement or arrangement limiting the foregoing, the Borrower shall not, and shall not permit ability of any of its Subsidiaries to declare or pay dividends or other Loan Party distributions in respect of its Equity Interests or Subsidiary repay or prepay any Indebtedness owed to, createmake loans or advances to, assumeor otherwise transfer assets to or make Investments in, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiaryof its Subsidiaries of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (a) the Loan Documents and (b) any Indebtedness outstanding on the Closing Date (including, for the avoidance of doubt, the Indebtedness under the Existing Agreements and the Convertible Notes).

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except prohibitions or conditions under (A) any Existing Debt, or (B) any purchase money Debt permitted by Section 7.02(b)(ii) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Borrowing Base Property or Capitalized Lease permitted by Section 7.02(b)(iii) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (D) any direct or indirect ownership interest Debt outstanding on the date any Person first becomes a Restricted Subsidiaries of the Borrower (so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiaries of the Borrower), (E) the Support Agreement, (F) the Shy Settlement, (G) agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (H) leases, subleases or licenses, sublicenses or service contracts restricting the assignment thereof, (I) any agreement in effect at the time any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens, or (b) permit any Borrowing Base Property or any direct or indirect ownership interest becomes a Subsidiary of the Borrower or a Guarantor, provided that such agreement was not entered in contemplation of such Person becoming a Subsidiary, (J) any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, except other contractual requirements (i) including pursuant to this Agreement and the other Loan Documents, (ii) customary restrictions contained any corporate governance documents in the organizational documents nature of any a charter or by-laws) of a Finance Subsidiary that is not a Guarantor as of the Effective Date, (iii) customary restrictions arising in connection with any a Permitted Lien or any document or instrument governing any Permitted Lien (provided Receivables Financing, provided, that any such restriction contained therein relates encumbrances and restrictions apply only to the asset or assets subject to such Permitted Lien)Finance Subsidiary, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (vK) any restrictions pursuant to agreement in effect on the Senior Notes Indenture so long date hereof as any such Negative Pledge agreement is in effect on such date, (L) the documentation with respect to the Debt permitted by Section 7.02(b)(xx) or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (viM) customary provisions restricting assignment of any agreement in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business. Without business that restrict the transfer of ownership interests in any way limiting the foregoingsuch partnership, the Borrower shall notlimited liability company, and shall not permit any other Loan Party joint venture or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property to secure any Senior Notes Indebtedness or other obligations under any Senior Notes Indenture entered into by the Borrower or any Subsidiarysimilar Person.

Negative Pledge. The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit Enter into or suffer to exist exist, or permit any Lien on of its Subsidiaries (x) that directly or indirectly own (including pursuant to a Qualifying Ground Lease) any Borrowing Base Property Unencumbered Assets or lease any direct Unencumbered Assets pursuant to an Operating Lease to enter into or indirect ownership interest suffer to exist, any Negative Pledge upon any of the Borrower in its property or assets (including, without limitation, any Person owning any Borrowing Base Property, now owned or hereafter acquiredUnencumbered Assets), except for Permitted Liens, pursuant to the Loan Documents and the Summit OP Facility (2023) or (by) permit that do not directly or indirectly own any Borrowing Base Property Unencumbered Assets to enter into or suffer to exist, any direct Negative Pledge upon any of its property or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property, to be subject to a Negative Pledge, assets except (i) pursuant to this Agreement and the other Loan Documentsin connection with any Existing Debt, (ii) customary restrictions contained in pursuant to the organizational documents of any Subsidiary that is not a Guarantor as of Loan Documents and under the Effective DateSummit JV MR1 Facility, the Summit OP Facility (2023) and the Summit SubJV Facility or (iii) customary restrictions in connection with (A) any Non-Recourse Debt or Permitted Lien or any document or instrument governing any Permitted Lien (Recourse Debt, provided that any the terms of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Indebtedness, (iv) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreement otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (v) any restrictions pursuant to the Senior Notes Indenture so long as any such Negative Pledge or similar contractual covenant does not prohibit the granting of Liens securing the Guaranteed Obligations and (vi) customary provisions restricting assignment of any agreement entered into and of any instrument issued in connection therewith, do not provide for or prohibit or condition the ordinary course creation of business. Without in any way limiting the foregoing, the Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Property Unencumbered Assets and are otherwise permitted by the Loan Documents (provided further that any restriction of the type described in the proviso in the definition of “Negative Pledge” shall not be deemed to secure violate the foregoing restriction), (B) any Senior Notes purchase money Indebtedness permitted under Section 5.02(b)(iii)(A) solely to the extent that the agreement or other obligations under instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (C) any Senior Notes Indenture Capitalized Lease permitted by Section 5.02(b)(iii)(B) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (D) any Indebtedness outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into by solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower or any Subsidiary.Borrower). (n)