Common use of Negative Pledges, Restrictive Agreements, etc Clause in Contracts

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Restricted Subsidiary from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets).

Negative Pledges, Restrictive Agreements, etc. The Borrower Each of the Borrowers will not, and will not permit any of its Restricted respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) and (b), any other agreements in effect on the date hereof, (ii) in the case of clauses (a)(i) and (b), any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the sale or disposition of all or substantially all of the Capital Securities or assets of such Subsidiary pursuant to a transaction otherwise permitted hereby, (iii) in the case of clause (a), restrictions in respect of Indebtedness secured by Liens permitted by Section 7.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, (iv) in the case of clause (a), restrictions under the Senior Subordinated Note Indenture or (v) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing the restrictions referred to in clause (i), (ii) or (iii) above; provided, that the terms and conditions of any such agreement referred to in clause (i), (ii) or (iii) are not materially less favorable to the Lenders or materially more restrictive to any Obligor a party thereto than those under the agreement so amended, refinanced or replaced) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) ability of the Borrower WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower Borrowers by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Borrowers.

Negative Pledges, Restrictive Agreements, etc. The Borrower Holdings and the Borrowers will not, and will not permit any of its Restricted their Subsidiaries to, enter into any agreement prohibiting(excluding this Agreement and any other Loan Document): (a) prohibiting the ability to comply with and perform their Obligations; (ib) prohibiting or restricting the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Documentacquired; or (bc) prohibiting or restricting the ability of any Restricted Subsidiary from making of Holdings to make any payments, directly or indirectly, to the Borrower Borrowers by way of dividends, distributions, return on equity, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing shall not, in any event, prohibit (i) restrictions imposed by any agreement relating to Liens permitted by Section 7.2.3 if such restrictions apply only to the property subject to such permitted Liens; (ii) customary restrictions contained in agreements relating to the sale of assets pending the closing of such sale if such restrictions apply only to the assets to be sold; (iii) customary provisions in licenses and leases of intellectual property entered into in the ordinary course of business that do not materially interfere with the business of Holdings and its Subsidiaries; (iv) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures (but not Subsidiaries) permitted by Section 7.2.6 and that are entered into in the ordinary course of business; (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of either Borrower or any of their Subsidiaries; (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (vii) restrictions under any documents relating to secured Indebtedness permitted under this Agreement if such restrictions apply only to the property or assets securing such Indebtedness and no other agreement property or arrangement which restricts assets of Holdings and its Subsidiaries; (viii) customary restrictions contained in documents governing Indebtedness permitted by Section 7.2.2, so long as such restrictions (A) do not impair in the ability of the Loan Parties to perform their obligations under this Agreement or the other Loan Documents, and (B) are not materially more burdensome taken as a whole than that those contained under this Agreement or the other Loan Documents, provided that any such Restricted Subsidiary restrictions as they relate to make any paymentclause (c) above only, directly or indirectly, may only relate to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) those Subsidiaries of Holdings that are not Loan Parties; and (iix) the terms of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Law.

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) and (b), any other agreements in effect on the Restatement Effective Date, (ii) in the case of clauses (a)(i) and (b), any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the sale or disposition of all or substantially all of the Capital Securities or assets of such Subsidiary pursuant to a transaction otherwise permitted hereby, (iii) in the case of clause (a), restrictions in respect of Indebtedness secured by Liens permitted by Section 7.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, (iv) in the case of clause (a), restrictions under any Sub Debt Document or (v) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing the restrictions referred to in clause (i), (ii) or (iii) above; provided, that the terms and conditions of any such agreement referred to in clause (i), (ii) or (iii) are not materially less favorable to the Lenders or materially more restrictive to any Obligor a party thereto than those under the agreement so amended, refinanced or replaced) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Borrower.

Negative Pledges, Restrictive Agreements, etc. The Borrower Loan Parties will not, and will not permit any of its Restricted their respective Subsidiaries to, enter into any agreement prohibiting(excluding this Agreement and any other Loan Document) prohibiting or restricting: (a) the (i) creation or assumption of any Lien in favor of Agent or Lenders upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof acquired, except for Liens expressly permitted pursuant to §8.2; (other than, in b) the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor Loan Party to amend or otherwise modify this Agreement or any other Loan Document; or (bc) the ability of any Restricted Subsidiary from making of Borrower (other than an SPE Subsidiary) to make any payments, directly or indirectly, to the Borrower by way of dividends, distributions, return on equity, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the Borrower (Borrower, in each case other than (A) customary limitations restrictions and prohibitions conditions contained in agreements relating to the sale of all or any part of the Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to Indebtedness permitted under clauses this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (bC) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (D) provisions relating to the transfer, assignment or sublet of any lease or other agreement entered into in the ordinary course of business, (E) restrictions or conditions on a Subsidiary existing prior to such Subsidiary becoming a Subsidiary of a Borrower, so long as such restriction or condition only applies to such Subsidiary, (F) restrictions contained in the operative agreements of any Joint Ventures against transferring, assigning or pledging the Equity Interests or other rights in such Joint Ventures or any Real Estate held by a Loan Party in connection with the TEMCO Investment, (G) restrictions contained in agreements governing Permitted Bond Indebtedness that are not materially more restrictive than comparable restrictions contained in this Agreement (as determined in good faith by the Board of Directors of Borrower and evidenced by a certificate from Borrower to Agent with respect thereto), (e), (g), (h) and (iH) of Section 7.2.2 that are applicable restrictions contained in operating and other similar agreements related to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness Oil and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Gas Properties.

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any agreement (excluding the New PRIMESTAR Senior Credit Facility (and any agreements or instruments defined in the New PRIMESTAR Senior Credit Facility as "Loan Documents), this Agreement and any other Loan Document or any document pursuant to which any Indebtedness permitted by clause (c) of Section 6.2 is permitted but solely with respect to any asset acquired solely with the proceeds of such Indebtedness and no other asset of Borrower or any Subsidiary) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing acquired, to the extent that any Obligation such negative pledge would prohibit the creation or first priority perfection of any senior refinancing thereof Liens of the type described in clause (a) of Section 6.3 (other than, than in the case of any assets acquired with Capitalized Leases to the proceeds extent of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and Liens solely in the case of any Indebtedness permitted under clauses assets subject to such Capitalized Lease); (f), (h), (ib) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (bc) the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investmentsInvestments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Borrower.

Negative Pledges, Restrictive Agreements, etc. The Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting (excluding this Agreement and any other Loan Document) prohibiting or restricting: (a) the ability to comply with and perform their Obligations; (ib) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) the ability of the Borrower Parent or any other Obligor of its Subsidiaries to amend or otherwise modify this Agreement or any other Loan Document; or or (bc) the ability of any Restricted Subsidiary from making of the Borrower to make any payments, directly or indirectly, to the Borrower by way of dividends, distributions, return on equity, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the Borrower (other than customary limitations and prohibitions Borrower. The foregoing shall not, in any Indebtedness permitted under clauses (b)event, (e), (g), (h) and prohibit (i) of restrictions imposed by any agreement relating to Liens permitted by Section 7.2.2 that are applicable 8.3 if such restrictions apply only to the Restricted Subsidiary property subject to such permitted Liens; (ii) customary restrictions contained in agreements relating to the sale of assets pending the closing of such sale if such restrictions apply only to the assets to be sold; (iii) customary provisions in licenses and of intellectual property entered into in the ordinary course of business that do not materially interfere with the business of the Borrower that has incurred such Indebtedness Parent and its assetsSubsidiaries; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of either the Parent or any of its Restricted their Subsidiaries; (v) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and its (and theirvi) assets)the terms of applicable Law.

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), clause (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Non-U.S. Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its their assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Restricted Subsidiary from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than any limitations or prohibitions existing in any Indebtedness permitted under clause (a) of Section 7.2.2 or any Lien permitted under clause (a) of Section 7.2.3 or customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), clause (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary Non-U.S. Subsidiaries of the Borrower that has have incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) their assets).

Negative Pledges, Restrictive Agreements, etc. The Borrower Each of the Borrowers will not, and will not permit any of its Restricted respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of CLAUSES (A)(I) and (B), any other agreements in effect on the date hereof, (ii) in the case of CLAUSES (A)(I) and (B), any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the sale or disposition of all or substantially all of the Capital Securities or assets of such Subsidiary pursuant to a transaction otherwise permitted hereby, (iii) in the case of CLAUSE (A), restrictions in respect of Indebtedness secured by Liens permitted by SECTION 7.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, (iv) in the case of CLAUSE (A), restrictions under the Senior Subordinated Note Indenture or (v) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing the restrictions referred to in CLAUSE (I), (II) or (III) above; PROVIDED, that the terms and conditions of any such agreement referred to in CLAUSE (I), (II) or (III) are not materially less favorable to the Lenders or materially more restrictive to any Obligor a party thereto than those under the agreement so amended, refinanced or replaced) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) ability of the Borrower WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower Borrowers by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Borrowers.

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit Neither of the Borrowers nor any of its Restricted Subsidiaries to, the other Loan Parties will enter into any agreement prohibiting(excluding this Agreement and any other Loan Document) prohibiting or restricting: (a) their ability to comply with and perform their Obligations; (b) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing acquired, provided that, with respect to each Unrestricted Timber Transaction, Xxxxx REIT and Xxxxx TRS may be subject to any Obligation or any senior refinancing thereof of such restrictions solely as it relates to each such Unrestricted Timber Transaction; (other than, in c) the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower Borrowers or any other Obligor Loan Party to amend or otherwise modify this Agreement or any other Loan Document; or (bd) the ability of any Restricted Subsidiary from making of a Borrower, Xxxxx TRS Subsidiary or Xxxxx HBU to make any payments, directly or indirectly, to the Borrower Borrowers, Xxxxx TRS Subsidiary or Xxxxx HBU by way of dividends, distributions, return on equity, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b)Borrowers, (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Xxxxx TRS Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)or Xxxxx HBU.

Negative Pledges, Restrictive Agreements, etc. The Holdings and the Borrower will not, and will not permit any of its Restricted their Subsidiaries to, enter into any agreement (excluding this Agreement and any other Loan Document) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) the ability of Holdings, the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary from making (other than the Borrower or any Wholly-Owned Subsidiary of the Borrower) of Holdings or Wholly-Owned Subsidiary of the Borrower to make any payments, directly or indirectly, to Holdings, the Borrower Borrower, or any of its Wholly-Owned Subsidiaries as the case may be, by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Borrower.

Negative Pledges, Restrictive Agreements, etc. The Holdings and the Borrower will not, and will not permit any of its the Restricted Subsidiaries to, enter into any agreement (other than the Loan Documents or any Permitted Subordinated Debt Documents) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired acquired, securing any Obligation Obligations or any senior refinancing thereof (other than, than (x) in the case of any assets acquired with the proceeds of any Indebtedness permitted under clause (c) of Section 7.2.2(c)7.2.2, customary limitations and prohibitions contained in such Indebtedness and or (y) in the case of any Indebtedness permitted under clauses (fg), (h), (i) and (ji) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of Holdings, the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Restricted Subsidiary from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (hh),(i) and (ij) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness (and its Subsidiaries) and its (and their) assets; provided, provided that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets).

Negative Pledges, Restrictive Agreements, etc. The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (other than the Loan Documents) prohibiting (ai) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, (A) in the case of any assets acquired with the proceeds of any Indebtedness permitted under clause (c) of Section 7.2.2(c7.2.2 or subject to Capitalized Lease Liabilities permitted under such clause (c), customary limitations and prohibitions contained in such Indebtedness and Indebtedness), (B) in the case of any Indebtedness permitted under clauses Indexxxxxxxx xxxxxxxxx xxxxx xxxxxxx (fx), (hx), (ix), (x) and xxx (jl) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries Subsidiary of the Borrower Company that are Restricted Subsidiaries that shall have has incurred such Indebtedness and its assets; provided, that such limitations shall be 144 153 limited solely to such Subsidiary (and any of its Subsidiaries) and its (and their) assets and (C) in the case of any accounts receivable and related assets that are the subject of a Receivables Transaction, prohibitions on the creation of Liens on such accounts receivable and related assets), or (ii) the ability of the Borrower Company or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Restricted Subsidiary from making any payments, directly or indirectly, to the Borrower Company by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower Company (other than (A) customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h), (i), (j) and (il) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower Company that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assetsassets and (B) any such limitations and prohibitions applicable to any Receivables Subsidiary arising in connection with any Receivables Transaction).

Negative Pledges, Restrictive Agreements, etc. The Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding this Agreement and any other Loan Document) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Documentacquired; or (b) the ability of any Restricted Subsidiary from making of any Borrower to make any payments, directly or indirectly, to the such Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to such Borrower; 109 (i) any indenture or agreement governing Indebtedness permitted by clause (c) of Section 8.2.2 as in effect on the Borrower Original Amendment Effective Date and any refinancings thereof permitted by clause (other than customary limitations and prohibitions in w) of Section 8.2.2; (ii) any agreement governing any Indebtedness permitted under clauses by clause (b), (e), f) (g), (hj), (l) or (t) of Section 8.2.2 as to the assets financed with the proceeds of such Indebtedness; (iii) as to any SPC, usual and customary restrictions pursuant to the Organic Documents of such SPC or pursuant to the MTN Program Documents or CP Program Documents; or (iv) usual and customary restrictions pursuant to any agreement relating to any Indebtedness of any Foreign Subsidiary permitted pursuant to clause (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary 8.2.2, such as maintenance of the Borrower that has incurred such Indebtedness and its assets; providednet worth or other balance sheet conditions, provided that such limitations shall be limited solely restrictions are agreed to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)in good faith and, where applicable, based upon reasonable assumptions.

Negative Pledges, Restrictive Agreements, etc. The US Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clause (a)(ii) below, in the 2001 12% Subordinated Note Agreement, as in effect on the date hereof), (ii) in the case of clauses (a)(i) and (b), any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pursuant to a transaction otherwise permitted hereby, (iii) in the case of clause (a), restrictions in respect of Indebtedness secured by Liens permitted by Section 9.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, or (iv) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing the restrictions referred to in clause (i), (ii) or (iii) above; provided, that the terms and conditions of any such agreement referred to in clause (i), (ii) or (iii) taken as a whole are not materially less favorable to the Lenders or materially more restrictive to any Obligor a party thereto than those under the agreement so amended, refinanced or replaced, (v) with respect to Indebtedness permitted under clause (i) of Section 9.2.2; (vi) with respect to Liens permitted under clause (e) of Section 9.2.3; or (vii) customary non-assignment provisions of leases, subleases, licenses or sublicenses) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in as security for the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)Obligations, or (ii) ability of the Borrower Borrowers or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary from making of the US Borrower to make any payments, directly or indirectly, to the any Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Borrower.

Negative Pledges, Restrictive Agreements, etc. The Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding this Agreement and any other Loan Document) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, properties revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Documentacquired; or (b) the ability of any Restricted Subsidiary from making of any Borrower to make any payments, directly or indirectly, to the such Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to such Borrower; except (i) any indenture or agreement governing Indebtedness permitted by clause (c) of Section 8.2.2 as in effect on the Borrower Closing Date and any refinancings thereof permitted by clause (other than customary limitations and prohibitions in w) of Section 8.2.2; (ii) any agreement governing any Indebtedness permitted under clauses by clause (b), (e), f) (g), (hj), (l) or (t) of Section 8.2.2 as to the assets financed with the proceeds of such Indebtedness; (iii) as to any SPC, usual and customary restrictions pursuant to the Organic Documents of such SPC or pursuant to the MTN Program Documents or CP Program Documents; or (iv) usual and customary restrictions pursuant to any agreement relating to any Indebtedness of any Foreign Subsidiary permitted pursuant to clause (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary 8.2.2, such as maintenance of the Borrower that has incurred such Indebtedness and its assets; providednet worth or other balance sheet conditions, provided that such limitations shall be limited solely restrictions are agreed to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)in good faith and, where applicable, based upon reasonable assumptions.

Negative Pledges, Restrictive Agreements, etc. The Borrower ADT Limited will not, and will not permit any of its Restricted Subsidiaries subsidiaries to, enter into any agreement prohibiting(excluding this Guarantee and any other Finance Document and the US$200 million Credit Facility) (a) prohibiting the (i) creation or assumption of any Lien encumbrance to secure the obligations under the Finance Documents upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Documentacquired; or (b) restricting the ability of any Restricted Subsidiary from making such subsidiary to make any payments, directly or indirectly, to the Borrower ADT Limited by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary subsidiary to make any payment, directly or indirectly, to the Borrower ADT Limited; except (other than customary limitations and prohibitions in i) any indenture or agreement governing Indebtedness permitted under clauses by clause (b), (e)c) or (d) of Section 4.2.2 as in effect on the date hereof, and any refinancings thereof permitted by clause (g), o) of Section 4.2.2; (ii) any agreement governing any Indebtedness permitted by clause (h) of Section 4.2.2 or sub-paragraph (f) of the definition of "Permitted Indebtedness" of the Facility Agreement as to the assets financed with the proceeds of such Indebtedness and any refinancings thereof permitted by clause (o) of Section 4.2.2 or sub-paragraph (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary definition of "Permitted Indebtedness" of the Borrower Facility Agreement; (iii) any customary encumbrance or restriction with respect to a subsidiary of ADT Limited imposed pursuant to an agreement entered into for a sale or disposition permitted hereunder of all or substantially all of the Capital Stock or assets of such subsidiary, so long as such encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement; (iv) customary restrictions on transfers of property subject to encumbrances permitted pursuant to Section 4.2.3; (v) restrictions on transfers of property by reason of, or existing under, (A) applicable law or (B) customary non-assignment provisions of any agreement entered into by any subsidiary in the ordinary course of business or any lease governing a leasehold interest of any subsidiary entered into in the ordinary course of business; (vi) usual and customary restrictions pursuant to any agreement relating to Indebtedness of any Foreign Subsidiary permitted pursuant to Section 4.2.2 and incurred for working capital purposes, which restrictions may include requirements for the maintenance of net worth or other balance sheet conditions, restrictions on mergers and transfers of assets, restrictions on investments, restrictions on transactions with affiliates and requirements to maintain specified levels of cash flow or cash flow coverage ratios; provided that has incurred such restrictions are agreed to in good faith and, where applicable, based upon reasonable assumptions; and (vii) restrictions contained in Indebtedness (A) existing at the time a person becomes a subsidiary of ADT Limited in a transaction permitted hereunder or (B) assumed in connection with an acquisition of assets permitted hereunder; provided such Indebtedness was not incurred and its assets; provided, that such limitations shall be limited solely to restrictions were not created in contemplation of any such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)transaction.

Negative Pledges, Restrictive Agreements, etc. (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting (aexcluding this Agreement, any other Loan Document and Loan Documents as defined in the Canadian Credit Agreement) prohibiting or restricting the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) the ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) Document or the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b)Borrower. Notwithstanding the foregoing, (e), (g), (hi) documents governing a Capitalized Lease Liability or a purchase money Lien permitted by SECTION 7.2.3(q) and (ir) of Section 7.2.2 may prohibit other Liens on the asset encumbered by such Lien, and (ii) the Lenders acknowledge that are applicable certain real estate leases entered into by Borrower or its Subsidiaries prior to the Restricted Subsidiary of Effective Date restrict or prohibit Liens on the Borrower's or its Subsidiary's leasehold interest. (b) The Borrower that has incurred such Indebtedness will not, and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and will not permit any of its Restricted Subsidiaries) and its (and their) assets)Subsidiaries to, enter into any agreement governing Indebtedness if such agreement contains covenants or events of default that are more restrictive than those contained in this Agreement; PROVIDED, HOWEVER, that the foregoing restriction shall not apply to the documents governing the Canadian Facility.

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) and (b), any other agreements in effect on the date hereof, (ii) in the case of clauses (a)(i) and (b), any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the sale or disposition of all or substantially all of the Capital Securities or assets of such Subsidiary pursuant to a transaction otherwise permitted hereby, (iii) in the case of clause (a), restrictions in respect of Indebtedness secured by Liens permitted by Section 7.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, (iv) in the case of clause (a), restrictions under any Sub Debt Document, (v) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing the restrictions referred to in clause (i), (ii) or (iii) above or (vi) in the case of clauses (a)(i) and (b), any restrictions with respect to XX.xxx and its Subsidiaries imposed pursuant to the XX.xxx Debt Documents; provided, that the terms and conditions of any such agreement referred to in clause (i), (ii) or (iii) are not materially less favorable to the Lenders or materially more restrictive to any Obligor a party thereto than those under the agreement so amended, refinanced or replaced) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Borrower.

Negative Pledges, Restrictive Agreements, etc. The Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding this Agreement and any other Loan Document) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Documentacquired; or (b) the ability of any Restricted Subsidiary from making of any Borrower to make any payments, directly or indirectly, to the such Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to such Borrower; except (i) any indenture or agreement governing Indebtedness permitted by clause (c) of Section 8.2.2 as in effect on the Borrower Amendment Effective Date and any refinancings thereof permitted by such clause (other than customary limitations and prohibitions in c); (ii) any agreement governing any Indebtedness permitted under clauses by clause (b), (e), f) (g), (hj), (l) or (t) of Section 8.2.2 as to the assets financed with the proceeds of such Indebtedness; (iii) as to any SPC, usual and customary restrictions pursuant to the Organic Documents of such SPC or pursuant to the MTN Program Documents, the Conduit Program Documents or CP Program Documents; or (iv) usual and customary restrictions pursuant to any agreement relating to any Indebtedness of any Foreign Subsidiary permitted pursuant to clause (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary 8.2.2, such as maintenance of the Borrower that has incurred such Indebtedness and its assets; providednet worth or other balance sheet conditions, provided that such limitations shall be limited solely restrictions are agreed to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)in good faith and, where applicable, based upon reasonable assumptions.

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, enter into any agreement prohibiting (ai) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired acquired, securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under clause (c) of Section 7.2.2(c)7.2.2, customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (e), (f), (hg), (ih) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its their assets), or (ii) the ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Restricted Subsidiary from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (a), (b), (e), (f), (g), (h) , (i) and (ij) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, however, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets).

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its the Restricted Subsidiaries to, enter into any agreement prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation Obligations or any senior refinancing thereof (other than, than (w) in the case of any assets acquired with the proceeds of any Indebtedness permitted under clause (c) of Section 7.2.2(c)7.2.2, customary limitations and prohibitions contained in such Indebtedness and Indebtedness, (x) in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets, (y) any provision of any agreement or document related to the Second Lien Notes or any Permitted Senior Debt Document requiring that a Lien securing such Second Lien Notes or Permitted Senior Debt (junior to the Liens securing the Obligations or any such refinancing and subject to the Intercreditor Agreement) be granted on any property or assets of the Borrower or any Restricted Subsidiary that are subject to a Lien securing the Obligations or any such refinancing thereof and (z) in the case of Permitted Receivables Transactions, customary limitations in respect of Accounts and related assets sold or transferred to, or in respect of which interests are sold or transferred to, or on which Liens are granted to, a Receivables Co. in connection with a Permitted Receivables Transaction), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Restricted Subsidiary (other than a Receivables Co.) from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (gf), (h), (i) and (ij) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, provided that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets).

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting (a) the excluding (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other thanrestrictions existing under the Loan Documents or, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(cCLAUSES (a)(i) and (b), customary limitations and prohibitions contained any other agreements in such Indebtedness and effect on January 26, 1996, (ii) in the case of any Indebtedness permitted under clauses CLAUSES (f), (h), (ia)(i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Restricted Subsidiary from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pursuant to a transaction otherwise permitted hereby, (eiii) in the case of CLAUSE (a)(i), restrictions (A) in respect of Indebtedness secured by Liens permitted by SECTION 7.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, or (B) contained in documents or agreements delivered in connection with the Permitted Receivables Transaction, provided that such restrictions are only effective against the Accounts financed or acquired thereby), (giv) in the case of CLAUSE (a), restrictions under a Subordinated Note Indenture, (v) in the case of CLAUSE (b), restrictions on Receivables Co. contained in documentation delivered for the Permitted Receivables Transaction, or (vi) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing the restrictions referred to in CLAUSE (i), (hii), (iii) or (v) above; PROVIDED, that the terms and conditions of any such agreement referred to in CLAUSE (i), (ii), (iii) of Section 7.2.2 that or (v) are applicable not materially less favorable to the Restricted Subsidiary of Lenders or materially more restrictive to any Obligor a party thereto than those under the Borrower that has incurred such Indebtedness and its assets; providedagreement so amended, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiariesrefinanced or replaced) and its (and their) assets).prohibiting

Negative Pledges, Restrictive Agreements, etc. The Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting(excluding this Agreement and any other Loan Document): (a) (other than in connection with a Qualified Working Capital Facility) prohibiting or restricting the (i) creation or assumption of any Lien upon its propertieson any Collateral and, revenues or assetsat any time on and after the Collateral Release Date, any asset that would have been subject to any Lien under the Collateral Documents if the Collateral Release Date had not occurred and, in either case, the proceeds thereof whether now owned or hereafter acquired securing any Obligation acquired, unless the Liens under the Collateral Documents, whether or any senior refinancing thereof not then existing, are expressly permitted by such agreement; (other than, in b) restricting the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the such Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (bc) except in the case of the Resort Subsidiaries or as otherwise approved in writing by the Required Lenders, prohibiting or restricting the ability of any Restricted Subsidiary from making of either Borrower to make any payments, directly or indirectly, to the such Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Borrower.

Negative Pledges, Restrictive Agreements, etc. The U.S. Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding (i) this Agreement and any other Loan Document, (ii) any agreement governing any Indebtedness permitted by CLAUSE (b) of SECTION 9.2.2 as in effect on the Effective Date, (iii) in the case of CLAUSE (a) below, any agreement governing any Indebtedness permitted by CLAUSE (d) of SECTION 9.2.2 as to the assets financed with the proceeds of such Indebtedness, or governing the Indebtedness permitted by CLAUSE (d)(iv) of SECTION 9.2.2, or (iv) in the case of CLAUSE (a) or (c) below, restrictions on any Receivables Co. contained in documentation delivered for the Permitted Receivables Transaction) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing acquired, to the extent that any Obligation such negative pledge would effectively prohibit the creation or any senior refinancing thereof (other than, in the case first priority perfection of any assets acquired with Liens of the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained type described in such Indebtedness and in the case of any Indebtedness permitted under clauses CLAUSE (f), (h), (i) and (ja) of Section 7.2.2, customary limitations in respect of SECTION 9.2.3; (b) the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the U.S. Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (bc) the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the U.S. Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets).

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and solely with respect to clause (a) below, any other agreement governing any Indebtedness permitted either by clause (h) of Section 7.2.2, in the case of each such other agreement, as in effect on the Closing Date or by clause (d) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness) prohibiting (ai) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, than (A) in the case of any assets acquired with the proceeds of any Indebtedness permitted under clause (g) of Section 7.2.2(c7.2.2 or subject to Capitalized Lease Liabilities permitted under such clause (g), customary limitations and prohibitions contained in such Indebtedness and Indebtedness, (B) in the case of any Indebtedness permitted under clauses (fi), (h), (ij) and (jk) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries Subsidiary of the Borrower that are Restricted Subsidiaries that shall have has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Subsidiary (and any of its Subsidiaries) and its (and their) assets and (C) customary non-assignment provisions in contracts, leases and licenses), or (ii) the ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in respect of any Indebtedness permitted under clauses (bi), (e), (g), (hj) and (ik) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets).

Negative Pledges, Restrictive Agreements, etc. The Borrower Each of Holdco and the Company will not, and will not permit any of its other Restricted Subsidiaries Subsidiary to, enter into any agreement (other than the Loan Documents) prohibiting (ai) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation Obligations or any senior refinancing thereof (other than, (a) in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(cCLAUSE (c) of SECTION 7.2.2 or subject to Capitalized Lease Liabilities permitted under such CLAUSE (c), customary limitations and prohibitions contained in such Indebtedness Indebtedness, and (b) in the case of any Indebtedness permitted under clauses CLAUSES (fg), (h), (i) and (j) of Section SECTION 7.2.2, customary limitations in respect of the Foreign Subsidiaries Restricted Subsidiary of the Borrower Company that are Restricted Subsidiaries that shall have has incurred such Indebtedness Indebtedness) and its assets); PROVIDED, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets, or (ii) the ability of Holdco, the Borrower Company or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Restricted Subsidiary from making any payments, directly or indirectly, to the Borrower Company by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower Company (other than customary limitations and prohibitions in any Indebtedness ("PERMITTED NEGATIVE PLEDGE INDEBTEDNESS") permitted under clauses CLAUSES (b), (e), (g), (h), (i) and (ij) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assetsSECTION 7.2.2; providedPROVIDED, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets). The Company will provide copies of the documents governing any Permitted Negative Pledge Indebtedness to the Agents at the time such Indebtedness is incurred or the time at which the Person liable for such Permitted Negative Pledge Indebtedness becomes a Restricted Subsidiary.

Negative Pledges, Restrictive Agreements, etc. The --------------------------------------------- Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, enter into any agreement prohibiting (ai) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired acquired, securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under clause (c) of Section 7.2.2(c)7.2.2, customary limitations and prohibitions ---------- ------------- contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (hg), (ih) and (ji) of Section 7.2.2, customary ----------- --- --- --- ------------- limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its their assets), or (ii) the ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Restricted Subsidiary from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (a), (b), (e), (f), (g), (h) and (i) ----------- --- --- --- --- --- --- of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets).Section

Negative Pledges, Restrictive Agreements, etc. The Borrower Each Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding (A) this Agreement, (B) any other Loan Document, (C) the agreements giving rise to a Permitted Receivables Securitization (with respect to restrictions on the creation of Liens on accounts receivable transferred in such Permitted Receivables Securitization only), (D) prior to the initial Credit Extension hereunder, the Existing Credit Agreement, (E) other Indebtedness permitted under SECTION 9.12 (with respect to restrictions on the creation of Liens on property, plant and equipment acquired with the proceeds of such Property) and (F) those described on SCHEDULE 9.9) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation acquired, or the ability of such Company or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor Subsidiary to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower such Company by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Company.

Negative Pledges, Restrictive Agreements, etc. The Borrower will shall not, and will shall not permit any of its Restricted Material Subsidiaries to, enter into any agreement (other than pursuant to Legal Requirements and excluding any Loan Document) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, other than (i) assets covered by Capital Leases or purchase money security interests (ii) those assets which are licensed or sublicensed to Borrower or any of its Material Subsidiaries, (iii) contracts to which Subsidiaries are party which became Subsidiaries pursuant to an Acquisition, which contracts and restrictions were in effect prior to such Acquisition or (iv) the Public Debentures (but only to the extent such Public Debentures require that the holders thereof be granted a pari-passu Lien if a Lien is granted to another Person) and (v) customary non-assignment provisions in contracts entered into in the ordinary course of business and consistent with past practices, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) the ability of the Borrower or any other Obligor of its Subsidiaries to amend or otherwise modify this Agreement or any other Loan Document; or; (b) any Restricted Subsidiary of its Subsidiaries from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of prohibits any such Restricted Subsidiary to make from making any payment, directly or indirectly, to the Borrower (Borrower, other than customary limitations pursuant to the FNT Credit Agreement and prohibitions as a result of financial covenants in any other agreements evidencing Indebtedness permitted under clauses Section 7.04; or (b), (e), (g), (hc) and (i) otherwise restricting the Borrower's ability to use the proceeds received on account of Section 7.2.2 that are applicable the Intercompany Notes to make payments to the Restricted Subsidiary holders of the Borrower that has incurred such Indebtedness Public Debentures and its assets; providedthe Lenders on a pro rata basis, that such limitations shall be limited solely according to such Restricted Subsidiary (the aggregate principal amounts outstanding under the Public Debentures and any of its Restricted Subsidiaries) and its (and their) assets)under this Agreement.

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document, and any agreement governing any Indebtedness permitted by clause (b), (p),(r),(s) or (t) of Section 7.2.2) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assetsassets (other than the properties, revenues or assets of the Subject Subsidiaries) whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) the ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or or (b) the ability of any Restricted Subsidiary from making (other than a Subject Subsidiary) to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary (other than a Subject Subsidiary) to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in Borrower. Notwithstanding the foregoing, any agreement governing any Indebtedness permitted under clauses by clause (b), p),(r),(s) or (e), (g), (h) and (it) of Section 7.2.2 that are applicable to shall not prohibit the Restricted Subsidiary creation or assumption of any Lien upon the properties, revenues or assets of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted or any Subsidiary (other than a Subject Subsidiary), whether now owned or hereafter acquired securing any Senior Debt, and no agreement governing any Indebtedness permitted by clause (p),(r),(s) or (t) of its Restricted SubsidiariesSection 7.2.2 shall prohibit the ability of any Subsidiary (other than a Subject Subsidiary) and its (and their) assets)to make any payments, directly or indirectly, to the Borrower or the ability of the Borrower to amend or otherwise modify this Agreement or any other Loan Document.

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit Neither of the Borrowers nor any of its Restricted Subsidiaries to, the other Loan Parties will enter into any agreement prohibiting(excluding this Agreement and any other Loan Document) prohibiting or restricting: (a) their ability to comply with and perform their Obligations; (b) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing acquired, provided that, with respect to each Unrestricted Timber Transaction, CatchMark Timber may be subject to any Obligation or any senior refinancing thereof of such restrictions solely as it relates to each such Unrestricted Timber Transaction; (other than, in c) the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower Borrowers or any other Obligor Loan Party to amend or otherwise modify this Agreement or any other Loan Document; or (bd) the ability of any Restricted Subsidiary from making of a Borrower, CatchMark TRS, CatchMark TRS Subsidiary or CatchMark HBU to make any payments, directly or indirectly, to the Borrower Borrowers, CatchMark TRS, CatchMark TRS Subsidiary or CatchMark HBU by way of dividends, distributions, return on equity, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b)Borrowers, (e)CatchMark TRS, (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted CatchMark TRS Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)or CatchMark HBU.

Negative Pledges, Restrictive Agreements, etc. The Borrower Loan Parties will not, and will not permit any of its Restricted their respective Subsidiaries to, enter into any agreement prohibiting(excluding this Agreement and any other Loan Document) prohibiting or restricting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof acquired, except for Liens expressly permitted pursuant to §8.2; (other than, in b) the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor Loan Party to amend or otherwise modify this Agreement or any other Loan Document; or (bc) the ability of any Restricted Subsidiary from making of Borrower (other than an SPE Subsidiary) to make any payments, directly or indirectly, to the Borrower by way of dividends, distributions, return on equity, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the Borrower (Borrower, in each case other than (A) customary limitations restrictions and prohibitions conditions contained in agreements relating to the sale of all or any part of the Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to Indebtedness permitted under clauses (b)this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (e)C) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (g)D) provisions relating to the transfer, assignment or sublet of any lease or other agreement entered into in the ordinary course of business, (hE) restrictions or conditions on a Subsidiary existing prior to such Subsidiary becoming a Subsidiary of a Borrower, so long as such restriction or condition only applies to such Subsidiary and (iF) restrictions contained in the operative agreements of Section 7.2.2 that are applicable to any Joint Ventures against transferring, assigning or pledging the Restricted Subsidiary of the Borrower that has incurred Equity Interests in such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Joint Ventures.

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibitingwhich: (a) the (i) prohibits the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) the ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (bii) restricts the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower Borrower; provided, however, that the above restriction shall not be applicable to (A) this Agreement or any other than customary limitations and prohibitions in Loan Document; (B) any agreement governing Indebtedness permitted under clauses Section 8.2.2(a), (b), (e), (f), (g), (hj) (provided that the Borrower has delivered to the Agent a certificate of an Authorized Officer of the Borrower certifying that the provision contained in such agreement, which would otherwise cause such agreement to violate this Section 8.2.13, (I) is required in order to enter into such agreement, (II) is customary for such agreements and (III) applies only to the Person entering into such agreement and its Subsidiaries), (l), (m), (o) (provided that any such agreement, but for this proviso, would violate only clause (i) of this Section 7.2.2 8.2.13) or (p) (and refinancings, extensions and renewals of such Indebtedness permitted under Section 8.2.2(r)); (C) any agreement in respect of a Sale/Leaseback Transaction permitted under Section 8.2.3(m); or (D) any agreement pursuant to which any preferred equity shall be issued (provided that are applicable the provision contained in such agreement, which would otherwise cause such agreement to violate this Section 8.2.13, restricts only the Restricted Subsidiary right of the Borrower that has incurred issuer of such Indebtedness and its assets; provided, that preferred equity to pay dividends on the common equity of such limitations shall be limited solely to issuer while any arrearage exists in the payment of dividends on such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assetspreferred equity).

Negative Pledges, Restrictive Agreements, etc. The Parent and the Borrower will not, and will not permit any of its Restricted their Subsidiaries to, enter into any agreement prohibiting(excluding this Agreement and any other Loan Document) prohibiting or restricting: (a) the ability of the Parent or any Subsidiary (iother than an Excluded Subsidiary) creation to guarantee the Indebtedness of the Borrower and the other Loan Parties under the Loan Documents; (b) the ability of the Parent or assumption any of its Subsidiaries (other than an Excluded Subsidiary) to create or assume any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Documentacquired; or (bc) the ability of any Restricted Subsidiary from making of the Borrower to make any payments, directly or indirectly, to the Borrower by way of dividends, distributions, return on equity, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the Borrower Borrower. The foregoing shall not, in any event, prohibit (i) restrictions imposed by any agreement relating to Liens permitted by Section 8.3 if such restrictions apply only to the property subject to such permitted Liens; (ii) customary restrictions contained in agreements relating to the sale of assets pending the closing of such sale if such restrictions apply only to the assets to be sold; (iii) customary provisions in licenses and of Intellectual Property entered into in the ordinary course of business that do not materially interfere with the business of the Parent and its Subsidiaries; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of either the Parent or any of their Subsidiaries; (v) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (vi) any immaterial agreement in effect at the time any Subsidiary becomes a Subsidiary of the Parent, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Parent; (vii) in the case of any joint venture which is not a Loan Party, restrictions in such joint venture’s Organizational Documents on the pledge of Equity Interests of such joint venture so long as the Investment in such joint venture is otherwise permitted by Section 8.5; (viii) restrictions in secured Indebtedness otherwise permitted by this Agreement (other than customary limitations and prohibitions second Lien or subordinated Indebtedness) so long as the terms of such Indebtedness are no more restrictive than the terms of this Agreement; (ix) restrictions in any agreement governing Indebtedness permitted under clauses (bincurred pursuant to Section 8.2(f), (e), (g), (h) ; provided that any such restriction contained therein relates only to the asset or assets financed thereby and (ix) the terms of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Law.

Negative Pledges, Restrictive Agreements, etc. The Borrower will notnot (a) enter into any agreement prohibiting or restricting the ability of the Borrower to amend or otherwise modify this Agreement or any other Loan Document to which it is a party, and will not or (b) permit the Guarantor or any of its Restricted Subsidiaries to, to enter into any agreement prohibiting (aexcluding this Agreement, any other Loan Document and any agreement governing any Indebtedness not prohibited under this Agreement) prohibiting the (i) creation or assumption of any Lien upon its material properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) the ability of the Borrower or any other Obligor Guarantor to amend or otherwise modify this Agreement any Loan Document to which it is a party. The foregoing shall not prohibit agreements entered into or acquired in the ordinary course of business regarding specific properties or assets which restrict or place conditions on the transfer of or the creation of a Lien on such properties or assets or the revenues derived therefrom, but which do not affect other unrelated properties, assets or revenues. The Borrower will not permit the Guarantor nor any other Loan Document; or (b) of its Restricted Subsidiaries to enter into any agreement prohibiting the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower Guarantor by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Guarantor.

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and Borrowers will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting(excluding this Agreement and any other Loan Document) prohibiting or restricting: (a) the (i) the creation or assumption of any Lien in favor of Agent or Lenders upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other thanacquired, in the case of any assets acquired with the proceeds of any Indebtedness except for Liens expressly permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or pursuant to §8.2; (ii) the ability of the Borrower or any other Obligor Borrowers to amend or otherwise modify this Agreement or any other Loan Document; or (biii) the ability of any Restricted Subsidiary from making of NOC to make any payments, directly or indirectly, to the Borrower NOC by way of dividends, distributions, return on equity, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the Borrower (NOC, in each case other than (A) customary limitations restrictions and prohibitions conditions contained in agreements relating to the sale of all or any part of the Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to Indebtedness permitted under clauses (b)this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (e)C) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (g), (hD) and (i) of Section 7.2.2 that are applicable provisions relating to the Restricted transfer, assignment or sublet of any lease or other agreement entered into in the ordinary course of business, or (E) restrictions or conditions on a Subsidiary existing prior to such Subsidiary becoming a Subsidiary of the Borrower that has incurred NOC, so long as such Indebtedness and its assets; provided, that such limitations shall be limited solely restriction or condition only applies to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Subsidiary.

Negative Pledges, Restrictive Agreements, etc. The Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting (excluding this Agreement and any other Loan Document) prohibiting or restricting: (a) the ability to comply with and perform their Obligations; (ib) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) the ability of the Borrower Parent or any other Obligor of its Subsidiaries to amend or otherwise modify this Agreement or any other Loan Document; or or (bc) the ability of any Restricted Subsidiary from making of the Borrower to make any payments, directly or indirectly, to the Borrower by way of dividends, distributions, return on equity, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the Borrower (other than customary limitations and prohibitions Borrower. The foregoing shall not, in any Indebtedness permitted under clauses (b)event, (e), (g), (h) and prohibit (i) of restrictions imposed by any agreement relating to Liens permitted by Section 7.2.2 that are applicable 7.2.3 if such restrictions apply only to the Restricted Subsidiary property subject to such permitted Liens; (ii) customary restrictions contained in agreements relating to the sale of assets pending the closing of such sale if such restrictions apply only to the assets to be sold; (iii) customary provisions in licenses and of intellectual property entered into in the ordinary course of business that do not materially interfere with the business of the Borrower that has incurred such Indebtedness Parent and its assetsSubsidiaries; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of either the Parent or any of its Restricted their Subsidiaries; (v) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and its (and theirvi) assets)the terms of applicable Law.

Negative Pledges, Restrictive Agreements, etc. The Borrower Loan Parties will not, and will not permit any of its Restricted their respective Subsidiaries to, enter into any agreement prohibiting(excluding this Agreement and any other Loan Document) prohibiting or restricting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof acquired, except for Liens expressly permitted pursuant to §8.2; (other than, in b) the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor Loan Party to amend or otherwise modify this Agreement or any other Loan Document; or (bc) the ability of any Restricted Subsidiary from making of Borrower (other than an SPE Subsidiary) to make any payments, directly or indirectly, to the Borrower by way of dividends, distributions, return on equity, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the Borrower (Borrower, in each case other than (A) customary limitations restrictions and prohibitions conditions contained in agreements relating to the sale of all or any part of the Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to Indebtedness permitted under clauses (b)this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (e)C) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (g)D) provisions relating to the transfer, assignment or sublet of any lease or other agreement entered into in the ordinary course of business, (hE) restrictions or conditions on a Subsidiary existing prior to such Subsidiary becoming a Subsidiary of a Borrower, so long as such restriction or condition only applies to such Subsidiary, (F) restrictions contained in the operative agreements of any Joint Ventures against transferring, assigning or pledging the Equity Interests in such Joint Ventures or any Real Estate held by a Loan Party in connection with the TEMCO Investment and (iG) restrictions contained in agreements governing Permitted Bond Indebtedness so long as customary and usual for transactions of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)type.

Negative Pledges, Restrictive Agreements, etc. (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting (aexcluding this Agreement, any other Loan Document and Loan Documents as defined in the U.S. Credit Agreement) prohibiting or restricting the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) the ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) Document or the ability of the Borrower or any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower or to the Parent by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in or the ability of the Borrower to make any Indebtedness payment, directly or indirectly, to the Parent. Notwithstanding the foregoing, documents governing a Capitalized Lease Liability or a purchase money Lien permitted under clauses (b), (e), (g), (hby SECTION 7.2.3(q) and (ir) of Section 7.2.2 that are applicable to may prohibit other Liens on the Restricted Subsidiary of the asset encumbered by such Lien. (b) The Borrower that has incurred such Indebtedness will not, and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and will not permit any of its Restricted Subsidiaries) and its (and their) assets)Subsidiaries to, enter into any agreement governing Indebtedness if such agreement contains covenants or events of default that are more restrictive than those contained in this Agreement; PROVIDED, HOWEVER, that the foregoing restriction shall not apply to the Loan Documents as defined in the U.S. Credit Agreement.

Negative Pledges, Restrictive Agreements, etc. The Borrower ADT Limited will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting(excluding this Guaranty and any other Loan Document) (a) prohibiting the (i) creation or assumption of any Lien to secure the Obligations upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Documentacquired; or (b) restricting the ability of any Restricted such Subsidiary from making to make any payments, directly or indirectly, to the Borrower ADT Limited by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower ADT Limited; (other than customary limitations and prohibitions in A) any indenture or agreement governing Indebtedness permitted under clauses by clause (b), (c) or (d)(i) of Section 4.2.2 or clause (b), (c), (d), (e), (f) or (g)) of Section 8.2.2 of the Credit Agreement, as in effect on the Existing Credit Facility Effective Date, (B) the U.K. Credit Facility to the extent that the U.K. Credit Facility prohibits the creation or assumption of any Lien which secures the Obligations on the property, revenues or assets of ADT Limited and its Subsidiaries (other than the Borrower and its Subsidiaries) or requires any obligor under the U.K. Credit Facility to maintain a certain level of net worth and (C) any refinancings of any of the foregoing permitted by clause (o) of Section 4.2.2 or clause (r) of Section 8.2.2 of the Credit Agreement; (ii) any agreement governing any Indebtedness permitted by clause (h) and of Section 4.2.2 or clause (ik) of Section 7.2.2 that are applicable 8.2.2 of the Credit Agreement as to the Restricted Subsidiary assets financed with the proceeds of the Borrower that has incurred such Indebtedness and any refinancings thereof permitted by clause (o) of Section 4.2.2 or clause (r) of Section 8.2.2 of the Credit Agreement; (iii) any customary encumbrance or restriction with respect to a Subsidiary of ADT Limited imposed pursuant to an agreement entered into for a sale or disposition permitted hereunder of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement; (iv) customary restrictions on transfers of property subject to Liens permitted pursuant to Section 4.2.3; (v) restrictions on transfers of property by reason of, or existing under, (A) applicable law or (B) customary non-assignment provisions of any agreement entered into by any Subsidiary in the ordinary course of business or any lease governing a leasehold interest of any Subsidiary entered into in the ordinary course of business; (vi) usual and customary restrictions pursuant to any agreement relating to Indebtedness of any Foreign Subsidiary permitted pursuant to Section 4.2.2 and incurred for working capital purposes, which restrictions may include requirements for the maintenance of net worth or other balance sheet conditions, restrictions on mergers and transfers of assets, restrictions on investments, restrictions on transactions with affiliates and requirements to maintain specified levels of cash flow or cash flow coverage ratios; provided, provided that such limitations shall be limited solely restrictions are agreed to in good faith and, where applicable, based upon reasonable assumptions; and (vii) restrictions contained in Indebtedness (A) existing at the time a Person becomes a Subsidiary of ADT Limited in a transaction permitted hereunder or (B) assumed in connection with an acquisition of assets permitted hereunder; provided such Restricted Subsidiary (Indebtedness was not incurred and such restrictions were not created in contemplation of any of its Restricted Subsidiaries) and its (and their) assets)such transaction.

Negative Pledges, Restrictive Agreements, etc. The Borrower and the Parent will not, and will not permit any of its Restricted their respective U.S. Subsidiaries and Non-U.S. Subsidiaries (to the extent not a party to such an agreement on the Effective Date) to, enter into any agreement (excluding this Agreement, any other Loan Document, the Subordinated Note Indenture or any loan or financing document related to refinanced Non-U.S. Subsidiary Indebtedness existing on the Effective Date provided that such refinanced Indebtedness is not guaranteed by the Borrower) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in than pursuant to an agreement governing Indebtedness permitted by clause (h) of Section 7.2.2 to the case of any extent such agreement relates solely to the assets acquired financed with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assetsIndebtedness), or (ii) the ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary from making of the Borrower to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b)Borrower. In addition, (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; providedthe Parent will not, that such limitations shall be limited solely to such Restricted Subsidiary (and will not permit any of its Restricted Subsidiaries) their respective Subsidiaries to, enter into any tax sharing agreement or similar arrangement unless the same shall have been reviewed by and its consented to by the Administrative Agent (and their) assetssuch consent not to be unreasonably withheld).

Negative Pledges, Restrictive Agreements, etc. The Borrower ADT Limited will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting(excluding this Guaranty and any other Loan Document) (a) prohibiting the (i) creation or assumption of any Lien to secure the Obligations upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Documentacquired; or (b) restricting the ability of any Restricted such Subsidiary from making to make any payments, directly or indirectly, to the Borrower ADT Limited by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower ADT Limited; (other than customary limitations and prohibitions in A) any indenture or agreement governing Indebtedness permitted under clauses by clause (b), (c) or (d)(i) of Section 4.2.2 or clause (b), (c), (d), (e), (f) or (g)) of Section 8.2.2 of the Credit Agreement, as in effect on the Existing Credit Facility Effective Date, (B) the U.K. Credit Facility to the extent that the U.K. Credit Facility prohibits the creation or assumption of any Lien which secures the Obligations on the property, revenues or assets of ADT Limited and its Subsidiaries (other than the Borrower and its Subsidiaries) or requires any obligor under the U.K. Credit Facility to maintain a certain level of net worth and (C) any refinancings of any of the foregoing permitted by clause (o) of Section 4.2.2 or clause (r) of Section 8.2.2 of the Credit Agreement; (ii) any agreement governing any Indebtedness permitted by clause (h) and of Section 4.2.2 or clause (ik) of Section 7.2.2 that are applicable 8.2.2 of the Credit Agreement as to the Restricted Subsidiary assets financed with the proceeds of the Borrower that has incurred such Indebtedness and any refinancings thereof permitted by clause (o) of Section 4.2.2 or clause (r) of Section 8.2.2 of the Credit Agreement; (iii) any customary encumbrance or restriction with respect to a Subsidiary of ADT Limited imposed pursuant to an agreement entered into for a sale or disposition permitted hereunder of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement; (iv) customary restrictions on transfers of property subject to Liens permitted pursuant to Section 4.2.3; (v) restrictions on transfers of property by reason of, or existing under, (A) applicable law or (B) customary non- assignment provisions of any agreement entered into by any Subsidiary in the ordinary course of business or any lease governing a leasehold interest of any Subsidiary entered into in the ordinary course of business; (vi) usual and customary restrictions pursuant to any agreement relating to Indebtedness of any Foreign Subsidiary permitted pursuant to Section 4.2.2 and incurred for working capital purposes, which restrictions may include requirements for the maintenance of net worth or other balance sheet conditions, restrictions on mergers and transfers of assets, restrictions on investments, restrictions on transactions with affiliates and requirements to maintain specified levels of cash flow or cash flow coverage ratios; provided, provided that such limitations shall be limited solely restrictions are agreed to in good faith and, where applicable, based upon reasonable assumptions; and (vii) restrictions contained in Indebtedness (A) existing at the time a Person becomes a Subsidiary of ADT Limited in a transaction permitted hereunder or (B) assumed in connection with an acquisition of assets permitted hereunder; provided such Restricted Subsidiary (Indebtedness was not incurred and such restrictions were not created in contemplation of any of its Restricted Subsidiaries) and its (and their) assets)such transaction.

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower Borrower, provided, that the foregoing shall not prohibit (other than customary limitations i) any restrictions existing under the Loan Documents, (ii) in the case of clauses (a)(i) and prohibitions in any Indebtedness permitted under clauses (b), any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pursuant to a transaction otherwise permitted hereby, (eiii) in the case of clause (a), restrictions in respect of Indebtedness secured by Liens permitted by Section 7.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, (iv) in the case of clause (a)(i) and (b), restrictions under the Senior Subordinated Increasing Rate Note Purchase Agreement, the indenture under which the Exchange Notes are issued or in the Senior Subordinated Note Indenture, (v) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing the restrictions referred to in clause (i), (g), ii) or (hiii) and above or (ivi) customary non-Assignment provisions in contracts entered into in the ordinary course of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)business.

Negative Pledges, Restrictive Agreements, etc. The Parent and the Borrower will not, and will not permit any of its Restricted their Subsidiaries to, enter into any agreement prohibiting(excluding this Agreement and any other Loan Document) prohibiting or restricting: (a) the ability of the Parent or any Subsidiary (iother than an Excluded Subsidiary) creation to guarantee the Indebtedness of the Borrower and the other Loan Parties under the Loan Documents; (b) the ability of the Parent or assumption any of its Subsidiaries (other than an Excluded Subsidiary) to create or assume any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Documentacquired; or (bc) the ability of any Restricted Subsidiary from making of the Borrower to make any payments, directly or indirectly, to the Borrower by way of dividends, distributions, return on equity, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the Borrower Borrower; provided that, the foregoing shall not, in any event, prohibit (i) restrictions imposed by any agreement relating to Liens permitted by Section 8.3 if such restrictions apply only to the property subject to such permitted Liens; (ii) customary restrictions contained in agreements relating to the sale of assets (including Equity Interests) pending the closing of such sale if such restrictions apply only to the assets to be sold; (iii) customary provisions in licenses and of Intellectual Property entered into in the ordinary course of business that do not materially interfere with the business of the Parent and its Subsidiaries; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of either the Parent or any of their Subsidiaries; (v) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (vi) restrictions assumed in connection with any acquisition of assets (including Equity Interests of any Person), so long as such restrictions relate solely to the assets so acquired (or the Person or Persons bound thereby) and were not entered into solely in contemplation of such acquisition; (vii) in the case of any Joint Venture which is not a Loan Party, restrictions in such Joint Venture’s Organizational Documents on the pledge of Equity Interests of such Joint Venture so long as the Investment in such Joint Venture is otherwise permitted by Section 8.5; (viii) restrictions any agreements governing secured Indebtedness otherwise permitted by this Agreement (other than customary limitations and prohibitions second Lien or subordinated Indebtedness) so long as such restrictions apply only to the property or assets securing such Indebtedness; (ix) restrictions in any agreement governing Indebtedness permitted incurred pursuant to Section 8.2(f); provided that any such restriction contained therein relates only to the asset or assets financed thereby; (x) the terms of applicable Law; (xi) restrictions on cash or other deposits imposed by customers under clauses (b), (e), (g), (h) contracts entered into in the ordinary course of business; and (ixii) restrictions on the disposition or distribution of Section 7.2.2 assets in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements so long as such restrictions apply only to the property or assets that are applicable to the Restricted Subsidiary subject of such agreements (or the Borrower that has incurred Persons the Equity Interests of which are the subject of such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assetsagreement).

Negative Pledges, Restrictive Agreements, etc. The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting: (a) the (i) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under clause (c) of Section 7.2.2(c)7.2.2, customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), clause (h), (i) and or (j) of Section 7.2.2, customary limitations in respect of the Foreign Non-U.S. Subsidiaries of the Borrower that are Restricted Subsidiaries Company that shall have incurred such Indebtedness and its their assets), or (ii) the ability of the Borrower Company or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Restricted Subsidiary from making any payments, directly or indirectly, to the Borrower Company by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower Company (other than any limitations or prohibitions existing in any Indebtedness permitted under clause (a) of Section 7.2.2 or any Lien permitted under clause (a) of Section 7.2.3 or customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), clause (h) and or (ij) of Section 7.2.2 that are applicable to the Restricted Subsidiary Non-U.S. Subsidiaries of the Borrower Company that has have incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) their assets).

Negative Pledges, Restrictive Agreements, etc. The Borrower will shall not, and will shall not permit any of its Restricted Material Subsidiaries to, enter into any agreement (other than pursuant to Legal Requirements and excluding any Loan Document) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, (other than (i) assets covered by Capital Leases or purchase money security interests, (ii) contracts to which Subsidiaries are party which became Subsidiaries pursuant to an Acquisition, which contracts and restrictions were in effect prior to such Acquisition and (iii) customary non-assignment provisions in contracts entered into in the ordinary course of business and consistent with past practices), whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) the ability of the Borrower or any other Obligor of its Subsidiaries to amend or otherwise modify this Agreement or any other Loan Document; or; (b) the ability of any Restricted Subsidiary from making of its Subsidiaries to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower Borrower; or (c) except as provided in this Agreement and pursuant to financial covenants in other than customary limitations and prohibitions in any agreements evidencing Indebtedness permitted under clauses (b)Section 7.04, (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary ability of the Borrower that has incurred such Indebtedness to make any payments, directly or indirectly, to FNF by way of dividends, advances, repayments of loans or advances, reimbursements and its assets; providedaccruals or other returns on investments, that such limitations shall be limited solely or any other agreement or arrangement which restricts the ability of the Borrower to such Restricted Subsidiary (and make any of its Restricted Subsidiaries) and its (and their) assets)payment, directly or indirectly, to FNF.

Negative Pledges, Restrictive Agreements, etc. The Borrower Each of the Borrowers will not, and will not permit any of its Restricted respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of CLAUSES (a)(i) and (b), any other agreements in effect on the date hereof, (ii) in the case of CLAUSES (a)(i) and (b), any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the sale or disposition of all or substantially all of the Capital Securities or assets of such Subsidiary pursuant to a transaction otherwise permitted hereby, (iii) in the case of CLAUSE (a), restrictions in respect of Indebtedness secured by Liens permitted by SECTION 7.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, (iv) in the case of CLAUSE (a), restrictions under the Senior Subordinated Note Indenture or (v) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing the restrictions referred to in CLAUSE (i), (ii) or (iii) above; PROVIDED, that the terms and conditions of any such agreement referred to in CLAUSE (i), (ii) or (iii) are not materially less favorable to the Lenders or materially more restrictive to any Obligor a party thereto than those under the agreement so amended, refinanced or replaced) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) ability of the Borrower WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower Borrowers by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Borrowers.

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) and (b), any other agreements in effect on the date hereof, (ii) in the case of clauses (a)(i) and (b), any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the sale or disposition of all or substantially all of the Capital Securities or assets of such Subsidiary pursuant to a transaction otherwise permitted hereby, (iii) in the case of clause (a), restrictions in respect of Indebtedness secured by Liens permitted by Section 7.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, (iv) in the case of clause (a), restrictions under the Senior Subordinated Note Indenture or (v) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing the restrictions referred to in clause (i), (ii) or (iii) above; provided, that the terms and conditions of any such agreement referred to in clause (i), (ii) or (iii) are not materially less favorable to the Lenders or materially more restrictive to any Obligor a party thereto than those under the agreement so amended, refinanced or replaced) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Borrower.

Negative Pledges, Restrictive Agreements, etc. The Borrower --------------------------------------------- will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting (excluding this Agreement, any other Loan Document, and any agreement governing any Indebtedness permitted by clause (b), (m), (p), (r), (s) or (t) of Section 7.2.2) prohibiting (a) the (i) creation or assumption of any Lien upon its -------------- properties, revenues or assetsassets (other than the properties, revenues or assets of the Subject Subsidiaries) whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) the ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or or (b) the ability of any Restricted Subsidiary from making (other than a Subject Subsidiary) to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary (other than a Subject Subsidiary) to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in Borrower. Notwithstanding the foregoing, any agreement governing any Indebtedness permitted under clauses by clause (bm), (ep), (gr), (hs) and or (it) of Section 7.2.2 that are applicable to shall not prohibit the Restricted Subsidiary creation or assumption of any ------------- Lien upon the properties, revenues or assets of the Borrower that has incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted or any Subsidiary (other than a Subject Subsidiary), whether now owned or hereafter acquired securing any Senior Debt, and no agreement governing any Indebtedness permitted by clause (m), (p), (r), (s) or (t) of its Restricted SubsidiariesSection 7.2.2 shall prohibit the ability ------------- of any Subsidiary (other than a Subject Subsidiary) and its (and their) assets)to make any payments, directly or indirectly, to the Borrower or the ability of the Borrower to amend or otherwise modify this Agreement or any other Loan Document.

Negative Pledges, Restrictive Agreements, etc. The Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding this Agreement and any other Loan Document) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Documentacquired; or (b) the ability of any Restricted Subsidiary from making of any Borrower to make any payments, directly or indirectly, to the such Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to such Borrower; except (i) any indenture or agreement governing Indebtedness permitted by clause (c) of Section 8.2.2 as in effect on the Borrower Closing Date and any refinancings thereof permitted by clause (other than customary limitations and prohibitions in w) of Section 8.2.2; (ii) any agreement governing any Indebtedness permitted under clauses by clause (b), (e), f) (g), (hj), (l) or (t) of Section 8.2.2 as to the assets financed with the proceeds of such Indebtedness; (iii) as to any SPC, usual and customary restrictions pursuant to the Organic Documents of such SPC or pursuant to the MTN Program Documents or CP Program Documents; or (iv) usual and customary restrictions pursuant to any agreement relating to any Indebtedness of any Foreign Subsidiary permitted pursuant to clause (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary 8.2.2, such as maintenance of the Borrower that has incurred such Indebtedness and its assets; providednet worth or other balance sheet conditions, provided that such limitations shall be limited solely restrictions are agreed to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets).in good faith and, where applicable, based upon reasonable assumptions. -100- 109

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding this Agreement and any other Loan Document) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Documentacquired; or (b) the ability of any Restricted Subsidiary from making of the Borrower to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower Borrower; except (other than customary limitations i) any indenture or agreement governing Indebtedness permitted by clause (b) of Section 8.2.2 as in effect on the Initial Borrowing Date and prohibitions in any refinancings thereof permitted by such clause (b); (ii) any agreement governing any Indebtedness permitted under clauses by clause (b), (e), d) (g), (h) and i), or (iq) of Section 7.2.2 that are applicable 8.2.2 as to the Restricted assets financed with the proceeds of such Indebtedness; (iii) as to any SPC, usual and customary restrictions pursuant to the Organic Documents of such SPC or pursuant to the MTN Program Documents, the Conduit Program Documents or CP Program Documents; or (iv) usual and customary restrictions pursuant to any agreement relating to any Indebtedness of any Foreign Subsidiary permitted pursuant to clause (f) of the Borrower that has incurred Section 8.2.2, such Indebtedness and its assets; providedas maintenance of net worth or other balance sheet conditions, provided that such limitations shall be limited solely restrictions are agreed to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)in good faith and, where applicable, based upon reasonable assumptions.

Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting (a) the (i) creation or assumption of excluding this Agreement, any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing other Loan Document and any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of agreement governing any Indebtedness permitted under Section 7.2.2(ceither by clauses (a), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Restricted Subsidiary from making any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (gf), (hg) and (il) of Section 7.2.2 that are applicable 8.2.2 (and refinancings, extensions and renewals of such Indebtedness permitted under clause (m) of Section 8.2.2) or any agreements in respect of Sale/Leaseback Transactions permitted by clause (m) of Section 8.2.3) prohibiting (x) The second sentence of Section 11.1 of the Credit Agreement is hereby amended by deleting the reference therein to "Section 6.3" and replacing it with "Section 10.3." (y) Subsection (a) of Section 11.11.1 of the Restricted Subsidiary Credit Agreement is hereby amended and restated in its entirety as follows: (a) with the written consents of the Borrower that has incurred such Indebtedness and its assets; providedthe Agent (which consents shall not be unreasonably withheld and which consent, that such limitations in the case of the Borrower, shall be limited solely deemed to have been given in the absence of a written notice delivered by the Borrower to the Agent, on or before the tenth Business Day after receipt by the Borrower of such Restricted Subsidiary (and any of its Restricted SubsidiariesLender's request for consent, stating, in reasonable detail, the reasons why the Borrower proposes to withhold such consent) and each Issuer (which consents may be granted or withheld in their sole unfettered discretion) may at any time assign and delegate to one or more commercial banks or other financial institutions, and" (z) Subsection (b) of Section 11.11.1 of the Credit Agreement is hereby amended and restated in its (and their) assets).entirety as follows:

Negative Pledges, Restrictive Agreements, etc. The Borrower will shall not, and --------------------------------------------- will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted by Section 6.2(a)(iii) and (v) as to the assets financed with the proceeds of such Indebtedness) prohibiting (ai) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets)acquired, or (ii) the ability of the Borrower or any other Obligor Related Person to amend or otherwise modify this Agreement or any other Loan Document; or (bii) the ability of any Restricted Subsidiary from making to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary of the Borrower that has incurred such Indebtedness and its assetsBorrower; provided, however, that with respect to Indebtedness permitted by Section 6.2(a)(vi), Borrower may xxxxx x Xxxx on the assets financed by the proceeds of such limitations Indebtedness in favor of the lender of such Indebtedness so long as (A) Borrower shall be limited solely have previously or concurrently therewith granted a Lien on such assets in favor of the Administrative Agent for the benefit of the Lenders and (B) such lender is entitled to share with the Administrative Agent and the Lenders in the proceeds of the collateral security secured by such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)Lien on not better terms than a pari passu basis.

Negative Pledges, Restrictive Agreements, etc. The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting: (a) the (i) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof that is not contractually subordinated to other Indebtedness (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under clause (c) of Section 7.2.2(c)7.2.2, customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses clause (fg), (h), (i) and or (j) of Section 7.2.2, customary limitations in respect of the Foreign Non-U.S. Subsidiaries of the Borrower that are Restricted Subsidiaries Company that shall have incurred such Indebtedness and its their assets), or (ii) the ability of the Borrower Company or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) any Restricted Subsidiary from making any payments, directly or indirectly, to the Borrower Company by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower Company (other than (i) any limitations or prohibitions existing in any Indebtedness permitted under clauses (a) and (b) of Section 7.2.2 or any Lien permitted under clause (a) of Section 7.2.3 or (ii) customary limitations and prohibitions in any Indebtedness permitted under clauses clause (bh), (e), i) or (g), (h) and (ij) of Section 7.2.2 that are applicable to the Restricted Subsidiary Non-U.S. Subsidiaries of the Borrower Company that has have incurred such Indebtedness and its assets; provided, that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) their assets).

Negative Pledges, Restrictive Agreements, etc. The Borrower and the Parent will not, and will not permit any of its Restricted their respective Subsidiaries to, enter into any agreement (excluding this Agreement and any other Loan Document) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired securing any Obligation or any senior refinancing thereof (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under Section 7.2.2(c), customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect of the Foreign Subsidiaries of the Borrower that are Restricted Subsidiaries that shall have incurred such Indebtedness and its assets), or (ii) ability of the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Documentacquired; or (b) the ability of any Restricted Subsidiary from making of the Borrower to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower Borrower; except (other than customary limitations i) any indenture or agreement governing Indebtedness permitted by clause (d) of Section 8.2.2 as in effect on the Closing Date and prohibitions in any refinancings thereof permitted by clause (u) of Section 8.2.2; (ii) any agreement governing any Indebtedness permitted under clauses (b), (e), by clause (g), (hj) or (l) of Section 8.2.2 as to the assets financed with the proceeds of such Indebtedness; (iii) as to any SPC, usual and customary restrictions pursuant to the Organic Documents of such SPC; or (iv) usual and customary restrictions pursuant to any agreement relating to any Indebtedness of any Foreign Subsidiary permitted pursuant to clause (i) of Section 7.2.2 that are applicable to the Restricted Subsidiary 8.2.2, such as maintenance of the Borrower that has incurred such Indebtedness and its assets; providednet worth or other balance sheet conditions, provided that such limitations shall be limited solely restrictions are agreed to such Restricted Subsidiary (and any of its Restricted Subsidiaries) and its (and their) assets)in good faith and, where applicable, based upon reasonable assumptions.