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

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers will not, and will not permit any of its 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, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary to make any payments, directly or indirectly, to the 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 Subsidiary to make any payment, directly or indirectly, to the Borrowers.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower will not, and will not permit any of its respective 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 acquiredacquired 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 WWI 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 to make from making any payments, directly or indirectly, to the Borrowers 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 BorrowersBorrower (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. Each of the Borrowers The Borrower will not, and will not permit any of its 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 hereofRestatement 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 the Senior Subordinated Note Indenture 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, or (ii) ability of WWI the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower will not, and will not permit any of its 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)this Agreement, any other agreements Loan Document and any agreement governing any Indebtedness permitted either by clause (b) of Section 7.2.2 as in effect on the date hereof, (ii) in the case of clauses (a)(i) Fifth Amended and (b), any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the sale Restated Effective Date 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 by clause (a), restrictions in respect d) of Indebtedness secured by Liens permitted by Section 7.2.3, but only to the extent such restrictions apply 7.2.2 as to the assets encumbered thereby, (iv) in financed with the case proceeds 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 replacedIndebtedness) prohibiting: (a) the (i) creation or assumption of any Lien upon its the properties, revenues or assetsassets of Borrower or any of its Wholly-Owned Subsidiaries, whether now owned or hereafter acquired, or (ii) the ability of WWI or any other Obligor Credit Party to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary to make any payments, directly or indirectly, to the Borrowers Borrower by way of dividends, distributions, 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower.

Negative Pledges, Restrictive Agreements, etc. Each of The Parent and the Borrowers Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Agreement and (b), any other agreements in effect on the date hereof, (iiLoan Document) 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 prohibiting 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 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, or (ii) the ability of WWI the 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 Subsidiary of the Borrower to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the BorrowersBorrower. 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; and (vi) the terms of applicable Law.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Loan Parties will not, and will not permit any of its their respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Agreement and (b), any other agreements in effect on the date hereof, (iiLoan Document) 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 prohibiting 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) prohibitingrestricting: (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, or except for Liens expressly permitted pursuant to §8.2; (iib) the ability of WWI 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 Subsidiary of Borrower (other than an SPE Subsidiary) to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to Borrower, in each case other than (A) customary restrictions and conditions contained in agreements relating to the Borrowerssale 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 this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (C) 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), and (H) restrictions contained in operating and other similar agreements related to Oil and Gas Properties.

Negative Pledges, Restrictive Agreements, etc. Each of Holdings and the Borrowers will not, and will not permit any of its respective their Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Agreement 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) prohibitingLoan 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, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (bc) prohibiting or restricting the ability of any Subsidiary of Holdings to make any payments, directly or indirectly, to the 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 Subsidiary restrictions as they relate to make any paymentclause (c) above only, directly or indirectly, may only relate to those Subsidiaries of Holdings that are not Loan Parties; and (ix) the Borrowersterms of applicable Law.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers Borrower will not, and will not permit any of its respective Restricted Subsidiaries to, directly or indirectly, enter into any agreement (excluding the New PRIMESTAR Senior Credit Facility (i) and any restrictions existing under the Loan Documents or, agreements or instruments defined in the case of clauses (a)(i) and (bNew PRIMESTAR Senior Credit Facility as "Loan Documents), this Agreement and any other agreements in effect on the date hereof, Loan Document or any document pursuant to which any Indebtedness permitted by clause (iic) in the case of clauses (a)(i) and (b), any restrictions Section 6.2 is permitted but solely with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection any asset acquired solely with the sale or disposition of all or substantially all of the Capital Securities or assets proceeds of such Subsidiary pursuant to a transaction otherwise permitted hereby, (iii) in the case Indebtedness and no other asset 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 Borrower 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 replacedSubsidiary) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, to the extent that any such negative pledge would prohibit the creation or first priority perfection of any Liens of the type described in clause (iia) of Section 6.3 (other than in the case of Capitalized Leases to the extent of Liens solely in the assets subject to such Capitalized Lease); (b) the ability of WWI 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 to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses CLAUSES (a)(iA)(I) and (bB), any other agreements in effect on the date hereof, (ii) in the case of clauses CLAUSES (a)(iA)(I) and (bB), 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 CLAUSE (aA), restrictions in respect of Indebtedness secured by Liens permitted by Section SECTION 7.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, (iv) in the case of clause CLAUSE (aA), 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 CLAUSE (iI), (iiII) or (iiiIII) above; providedPROVIDED, that the terms and conditions of any such agreement referred to in clause CLAUSE (iI), (iiII) or (iiiIII) 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, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary to make any payments, directly or indirectly, to the 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 Subsidiary to make any payment, directly or indirectly, to the Borrowers.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower will not, and will not permit any of its respective 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 acquiredacquired (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 clause (h) of Section 7.2.2, customary limitations in respect of the Non-U.S. Subsidiaries of the Borrower that shall have incurred such Indebtedness and their assets), or (ii) ability of WWI 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 to make from making any payments, directly or indirectly, to the Borrowers 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 BorrowersBorrower (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 clause (h) of Section 7.2.2 that are applicable to the Non-U.S. Subsidiaries of the Borrower that have incurred such Indebtedness and their assets).

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers Company will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (iA) this Agreement, (B) any other Loan Document, (C) the agreements giving rise to a Permitted Receivables Securitization (with respect to restrictions existing 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 Loan Documents orcreation of Liens on property, in plant and equipment acquired with the case proceeds of clauses (a)(isuch Property) and (b), any other agreements in effect F) those described 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 replacedSCHEDULE 9.9) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or (ii) the ability of WWI such Company or any other Obligor Subsidiary to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the Borrowerssuch Company.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers will The Borrower shall not, and will shall not permit any of its respective Material 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 than 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) Legal Requirements and excluding 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 replacedLoan 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, or (ii) the ability of WWI 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 any of any Subsidiary to make its Subsidiaries from making any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make from making any payment, directly or indirectly, to the BorrowersBorrower, other than pursuant to the FNT Credit Agreement and as a result of financial covenants in other agreements evidencing Indebtedness permitted under Section 7.04; or (c) otherwise restricting the Borrower's ability to use the proceeds received on account of the Intercompany Notes to make payments to the holders of the Public Debentures and the Lenders on a pro rata basis, according to the aggregate principal amounts outstanding under the Public Debentures and under this Agreement.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower will not, and will not permit any of its respective the 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 acquiredacquired securing any Obligations or any senior refinancing thereof (other than (w) in the case of any assets acquired with the proceeds of any Indebtedness permitted under clause (c) of Section 7.2.2, customary limitations and prohibitions contained in such 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 WWI 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 to make (other than a Receivables Co.) from making any payments, directly or indirectly, to the Borrowers 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 BorrowersBorrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (f), (h), (i) and (j) 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 Subsidiaries) and its (and their) assets).

Negative Pledges, Restrictive Agreements, etc. Each of Holdco and the Borrowers Company will not, and will not permit any of its respective Subsidiaries other Restricted Subsidiary to, enter into any agreement (excluding (i) any restrictions existing under other than 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 replacedDocuments) prohibiting (ai) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquiredacquired securing any Obligations 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 or subject to Capitalized Lease Liabilities permitted under such CLAUSE (c), customary limitations and prohibitions contained in such Indebtedness, and (b) in the case of any Indebtedness permitted under CLAUSES (g), (h), (i) and (j) of SECTION 7.2.2, customary limitations in respect of the Restricted Subsidiary of the 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) assets, or (ii) the ability of WWI Holdco, the Company or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary to make from making any payments, directly or indirectly, to the Borrowers 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 BorrowersCompany (other than customary limitations and prohibitions in any Indebtedness ("PERMITTED NEGATIVE PLEDGE INDEBTEDNESS") permitted under CLAUSES (b), (g), (h), (i) and (j) of SECTION 7.2.2; PROVIDED, 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. Each of Holdings and the Borrowers Borrower will not, and will not permit any of its respective their Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Agreement 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 replacedLoan Document) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or (ii) the ability of WWI 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 Subsidiary (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 Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower.

Negative Pledges, Restrictive Agreements, etc. Each of The Parent and the Borrowers Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Agreement and (b), any other agreements in effect on the date hereof, (iiLoan Document) 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 prohibiting 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 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, or (ii) the ability of WWI the 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 Subsidiary of the Borrower to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the BorrowersBorrower. 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 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; and (vi) the terms of applicable Law.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Agreement 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 replacedLoan Document) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary of the Borrower to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower; except (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 any refinancings thereof permitted by such clause (b); (ii) any agreement governing any Indebtedness permitted by clause (d) (g), (i), or (q) 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 (f) of Section 8.2.2, such as maintenance of net worth or other balance sheet conditions, provided that such restrictions are agreed to in good faith and, where applicable, based upon reasonable assumptions.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Company will not, and will not permit any of its respective Restricted Subsidiaries to, enter into any agreement (excluding prohibiting: (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 acquiredacquired securing any Obligation or any 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, customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clause (g), (h), (i) or (j) of Section 7.2.2, customary limitations in respect of the Non-U.S. Subsidiaries of the Company that shall have incurred such Indebtedness and their assets), or (ii) the ability of WWI the Company or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary to make from making any payments, directly or indirectly, to the Borrowers 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 BorrowersCompany (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 clause (h), (i) or (j) of Section 7.2.2 that are applicable to the Non-U.S. Subsidiaries of the Company that have incurred such Indebtedness and their assets).

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Agreement 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) prohibitingLoan 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, unless the Liens under the Collateral Documents, whether or not then existing, are expressly permitted by such agreement; (iib) restricting the ability of WWI 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 Subsidiary of either Borrower to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the Borrowerssuch Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Agreement 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 replacedLoan Document) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, properties revenues or assets, whether now owned or hereafter acquired, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary of any Borrower to make any payments, directly or indirectly, to the Borrowers 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 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 BorrowersClosing Date and any refinancings thereof permitted by clause (w) of Section 8.2.2; (ii) any agreement governing any Indebtedness permitted by clause (f) (g), (j), (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 8.2.2, such as maintenance of net worth or other balance sheet conditions, provided that such restrictions are agreed to in good faith and, where applicable, based upon reasonable assumptions.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and solely with respect to clause (ia) below, any restrictions existing under the Loan Documents orother agreement governing any Indebtedness permitted either by clause (h) of Section 7.2.2, in the case of clauses (a)(i) and (b)each such other agreement, any other agreements 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 Closing Date 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 by clause (a), restrictions in respect d) of Indebtedness secured by Liens permitted by Section 7.2.3, but only to the extent such restrictions apply 7.2.2 as to the assets encumbered thereby, (iv) in financed with the case proceeds 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 replacedIndebtedness) prohibiting (ai) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquiredacquired (other than (A) in the case of any assets acquired with the proceeds of any Indebtedness permitted under clause (g) of Section 7.2.2 or subject to Capitalized Lease Liabilities permitted under such clause (g), customary limitations and prohibitions contained in such Indebtedness, (B) in the case of any Indebtedness permitted under clauses (i), (j) and (k) of Section 7.2.2, customary limitations in respect of the Subsidiary of the Borrower that 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 WWI the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower (other than customary limitations in respect of any Indebtedness permitted under clauses (i), (j) and (k) of Section 7.2.2 that are applicable to the Subsidiary of the Borrower that 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).

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement prohibiting (excluding a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter 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 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 Subsidiary to make any payment, directly or indirectly, to the Borrower, provided, that the foregoing shall not prohibit (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 hereofDocuments, (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 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 7.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, (iv) in the case of clause (aa)(i) and (b), restrictions under the Senior Subordinated Increasing Rate Note Indenture 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), (ii) or (iii) above; provided, that the terms and conditions of any such agreement referred to in clause (i), (ii) above or (iiivi) are not materially less favorable to customary non-Assignment provisions in contracts entered into in 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 ordinary course of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary to make any payments, directly or indirectly, to the 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 Subsidiary to make any payment, directly or indirectly, to the Borrowersbusiness.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers (a) The Borrower will not, and will not permit any of its 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)this Agreement, any other agreements in effect on the date hereof, (ii) Loan Document and Loan Documents as defined in the case of clauses (a)(iCanadian Credit Agreement) and (b), any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with prohibiting or restricting 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, or (ii) the ability of WWI 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 Subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower. Notwithstanding the foregoing, (i) documents governing a Capitalized Lease Liability or a purchase money Lien permitted by SECTION 7.2.3(q) and (r) may prohibit other Liens on the asset encumbered by such Lien, and (ii) the Lenders acknowledge that certain real estate leases entered into by Borrower or its Subsidiaries prior to the Effective Date restrict or prohibit Liens on the Borrower's or its Subsidiary's leasehold interest. (b) The Borrower will not, and will not permit any of its 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. Each of the Borrowers (a) The Borrower will not, and will not permit any of its 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)this Agreement, any other agreements in effect on Loan Document and the date hereof, (iidocuments governing the Canadian Credit Facility) in prohibiting or restricting 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, or (ii) the ability of WWI 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 Subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower. Notwithstanding the foregoing, (i) documents governing a Capitalized Lease Liability or a purchase money Lien permitted by Section 7.2.3(q) and (r) may prohibit other Liens on the asset encumbered by such Lien, and (ii) the Lenders acknowledge that certain real estate leases entered into by Borrower or its Subsidiaries prior to the Effective Date restrict or prohibit Liens on the Borrower’s or its Subsidiary’s leasehold interest. (b) The Borrower will not, and will not permit any of its 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 Credit Facility.

Negative Pledges, Restrictive Agreements, etc. Each of The Borrower and the Borrowers Parent will not, and will not permit any of its 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 (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) and (b)this Agreement, any other agreements in effect on Loan Document, 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 loan or financing document related to refinanced Non-U.S. Subsidiary Indebtedness existing under any agreement on the Effective Date provided that amends, refinances or replaces any agreement containing such refinanced Indebtedness is not guaranteed by 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 replacedBorrower) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquiredacquired (other than pursuant to an agreement governing Indebtedness permitted by clause (h) of Section 7.2.2 to the extent such agreement relates solely to the assets financed with the proceeds of such Indebtedness), or (ii) the ability of WWI the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary of the Borrower to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower. In addition, the Borrower and the Parent will not, and will not permit any of their respective Subsidiaries to, enter into any tax sharing agreement or similar arrangement unless the same shall have been reviewed by and consented to by the Administrative Agent (such consent not to be unreasonably withheld).

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses CLAUSES (a)(i) and (b), any other agreements in effect on the date hereof, (ii) in the case of clauses 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 CLAUSE (a), restrictions in respect of Indebtedness secured by Liens permitted by Section SECTION 7.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, (iv) in the case of clause 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 CLAUSE (i), (ii) or (iii) above; providedPROVIDED, that the terms and conditions of any such agreement referred to in clause 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, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary to make any payments, directly or indirectly, to the 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 Subsidiary to make any payment, directly or indirectly, to the Borrowers.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers will Borrower shall not, and --------------------------------------------- will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) this Agreement, any restrictions existing under the other Loan Documents or, in the case of clauses (a)(iDocument and any agreement governing any Indebtedness permitted by Section 6.2(a)(iii) and (b), any other agreements in effect on the date hereof, (iiv) 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 as to the assets encumbered thereby, (iv) in financed with the case proceeds 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 replacedIndebtedness) prohibiting (ai) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or (ii) the ability of WWI 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 Subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower; 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 Indebtedness in favor of the lender of such Indebtedness so long as (A) Borrower shall 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 Lien on not better terms than a pari passu basis.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Loan Parties will not, and will not permit any of its their respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Agreement and (b), any other agreements in effect on the date hereof, (iiLoan Document) 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 prohibiting 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) prohibitingrestricting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or except for Liens expressly permitted pursuant to §8.2; (iib) the ability of WWI 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 Subsidiary of Borrower (other than an SPE Subsidiary) to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to Borrower, in each case other than (A) customary restrictions and conditions contained in agreements relating to the Borrowerssale 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 this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (C) 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 and (F) restrictions contained in the operative agreements of any Joint Ventures against transferring, assigning or pledging the Equity Interests in such Joint Ventures.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding which: (i) any restrictions existing under prohibits 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, or (ii) the ability of WWI 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 Subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower; provided, however, that the above restriction shall not be applicable to (A) this Agreement or any other Loan Document; (B) any agreement governing Indebtedness permitted under Section 8.2.2(a), (b), (e), (f), (g), (j) (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 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 the provision contained in such agreement, which would otherwise cause such agreement to violate this Section 8.2.13, restricts only the right of the issuer of such preferred equity to pay dividends on the common equity of such issuer while any arrearage exists in the payment of dividends on such preferred equity).

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Loan Parties will not, and will not permit any of its their respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Agreement and (b), any other agreements in effect on the date hereof, (iiLoan Document) 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 prohibiting 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) prohibitingrestricting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or except for Liens expressly permitted pursuant to §8.2; (iib) the ability of WWI 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 Subsidiary of Borrower (other than an SPE Subsidiary) to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to Borrower, in each case other than (A) customary restrictions and conditions contained in agreements relating to the Borrowerssale 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 this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (C) 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 in such Joint Ventures or any Real Estate held by a Loan Party in connection with the TEMCO Investment and (G) restrictions contained in agreements governing Permitted Bond Indebtedness so long as customary and usual for transactions of that type.

Negative Pledges, Restrictive Agreements, etc. Each of The Parent and the Borrowers Borrower will not, and will not permit any of its respective their Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Agreement and (b), any other agreements in effect on the date hereof, (iiLoan Document) 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 prohibiting 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) prohibitingrestricting: (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, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (bc) the ability of any Subsidiary of the Borrower to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the BorrowersBorrower; 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 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 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 contracts entered into in the ordinary course of business; and (xii) restrictions on the disposition or distribution of 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 the subject of such agreements (or the Persons the Equity Interests of which are the subject of such agreement).

Negative Pledges, Restrictive Agreements, etc. Each The Borrower will not (a) enter into any agreement prohibiting or restricting the ability of the Borrowers will notBorrower 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 respective Restricted Subsidiaries to, to enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) and (b)this Agreement, any other agreements in effect on the date hereof, (ii) in the case of clauses (a)(i) Loan Document 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 governing any agreement containing Indebtedness not prohibited under this Agreement) prohibiting 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 material properties, revenues or assets, whether now owned or hereafter acquired, or (ii) the ability of WWI or any other Obligor the 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 to make any payments, directly or indirectly, to the Borrowers 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 BorrowersGuarantor.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower --------------------------------------------- will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) this Agreement, any restrictions existing under the other Loan Documents orDocument, in the case of clauses (a)(i) and any agreement governing any Indebtedness permitted by clause (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 (im), (iip), (r), (s) or (iiit) above; provided, that the terms and conditions of any such agreement referred to in clause (i), (iiSection 7.2.2) 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 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, or (ii) the ability of WWI or any other Obligor the Borrower to amend or otherwise modify this Agreement or any other Loan Document; or or (b) the ability of any Subsidiary (other than a Subject Subsidiary) to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary (other than a Subject Subsidiary) to make any payment, directly or indirectly, to the BorrowersBorrower. Notwithstanding the foregoing, any agreement governing any Indebtedness permitted by clause (m), (p), (r), (s) or (t) of Section 7.2.2 shall not prohibit the creation or assumption of any ------------- Lien upon the properties, revenues or assets of the Borrower 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 Section 7.2.2 shall prohibit the ability ------------- of any Subsidiary (other than a Subject Subsidiary) 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. Each of The Parent and the Borrowers Borrower will not, and will not permit any of its respective their Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Agreement and (b), any other agreements in effect on the date hereof, (iiLoan Document) 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 prohibiting 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) prohibitingrestricting: (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, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (bc) the ability of any Subsidiary of the Borrower to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to the BorrowersBorrower. 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 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 incurred pursuant to Section 8.2(f); provided that any such restriction contained therein relates only to the asset or assets financed thereby and (x) the terms of applicable Law.

Negative Pledges, Restrictive Agreements, etc. Each of the The Borrowers will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding this Agreement and any other Loan Document) prohibiting or restricting: (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 in favor of Agent or Lenders upon its properties, revenues or assets, whether now owned or hereafter acquired, or except for Liens expressly permitted pursuant to §8.2; (ii) the ability of WWI or any other Obligor Borrowers to amend or otherwise modify this Agreement or any other Loan Document; or (biii) the ability of any Subsidiary of NOC to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any paymentpayment or transfer any property or asset, directly or indirectly, to NOC, in each case other than (A) customary restrictions and conditions contained in agreements relating to the Borrowerssale 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 this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (C) 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, or (E) restrictions or conditions on a Subsidiary existing prior to such Subsidiary becoming a Subsidiary of NOC, so long as such restriction or condition only applies to such Subsidiary.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower will not, and will not permit any of its 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, or (ii) ability of WWI the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses CLAUSES (a)(i) and (b), any other agreements in effect on the date hereofJanuary 26, 1996, (ii) in the case of clauses 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 Stock or assets of such Subsidiary pursuant to a transaction otherwise permitted hereby, (iii) in the case of clause CLAUSE (aa)(i), restrictions (A) in respect of Indebtedness secured by Liens permitted by Section 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), (iv) in the case of clause CLAUSE (a), restrictions under the Senior a Subordinated Note Indenture Indenture, (v) in the case of CLAUSE (b), restrictions on Receivables Co. contained in documentation delivered for the Permitted Receivables Transaction, or (vvi) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing the restrictions referred to in clause CLAUSE (i), (ii), (iii) or (iiiv) above; providedPROVIDED, that the terms and conditions of any such agreement referred to in clause CLAUSE (i), (ii), (iii) or (iiiv) 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, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary to make any payments, directly or indirectly, to the 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 Subsidiary to make any payment, directly or indirectly, to the Borrowers.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The --------------------------------------------- Borrower will not, and will not permit any of its respective Subsidiaries Restricted Subsidiary to, enter into any agreement (excluding prohibiting (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 clause (c) of Section 7.2.2, customary limitations and prohibitions ---------- ------------- contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (f), (g), (h) and (i) 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 their assets), or (ii) the ability of WWI 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 to make from making any payments, directly or indirectly, to the Borrowers 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 Borrowers.Borrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (a), (b), (e), (f), (g), (h) and (i) ----------- --- --- --- --- --- --- of Section

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Agreement 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 replacedLoan Document) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary of any Borrower to make any payments, directly or indirectly, to the Borrowers 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 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 Borrowers.Closing Date and any refinancings thereof permitted by clause (w) of Section 8.2.2; (ii) any agreement governing any Indebtedness permitted by clause (f) (g), (j), (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 8.2.2, such as maintenance of net worth or other balance sheet conditions, provided that such restrictions are agreed to in good faith and, where applicable, based upon reasonable assumptions. -100- 109

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers ADT Limited will not, and will not permit any of its respective Subsidiaries subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Guarantee and (b), any other agreements in effect on Finance Document and the date hereof, (ii) in the case of clauses (a)(i) and (bUS$200 million Credit Facility), 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) 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, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) restricting the ability of any Subsidiary such subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary subsidiary to make any payment, directly or indirectly, to ADT Limited; except (i) any indenture or agreement governing Indebtedness permitted by clause (b), (c) or (d) of Section 4.2.2 as in effect on the Borrowersdate hereof, and any refinancings thereof permitted by clause (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 the definition of "Permitted Indebtedness" of the 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 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 such restrictions were not created in contemplation of any such transaction.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The US Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses clause (a)(ia)(ii) and (b)below, any other agreements 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 Securities 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 7.2.39.2.3, but only to the extent such restrictions apply to the assets encumbered thereby, or (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) 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 acquiredacquired as security for the Obligations, or (ii) ability of WWI the Borrowers or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary of the US Borrower to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the Borrowersany Borrower.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Company will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under other than 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 replacedDocuments) prohibiting (ai) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquiredacquired (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 or subject to Capitalized Lease Liabilities permitted under such clause (c), customary limitations and prohibitions contained in such Indebtedness), (B) in the case of any Indexxxxxxxx xxxxxxxxx xxxxx xxxxxxx (x), (x), (x), (x) xxx (l) of Section 7.2.2, customary limitations in respect of the Subsidiary of the Company that 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 WWI the Company or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary to make from making any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersCompany (other than (A) customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (g), (h), (i), (j) and (l) of Section 7.2.2 that are applicable to the Subsidiary of the Company that 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 (B) any such limitations and prohibitions applicable to any Receivables Subsidiary arising in connection with any Receivables Transaction).

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers ADT Limited will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Guaranty and (b), any other agreements in effect on the date hereof, (ii) in the case of clauses (a)(i) and (bLoan Document), 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) 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, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) restricting the ability of any such Subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to ADT Limited; (A) any indenture or agreement governing Indebtedness permitted 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 BorrowersCredit 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) of Section 4.2.2 or clause (k) of Section 8.2.2 of the Credit 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 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 that 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 such restrictions were not created in contemplation of any such transaction.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers (a) The Borrower will not, and will not permit any of its 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)this Agreement, any other agreements in effect on the date hereof, (ii) Loan Document and Loan Documents as defined in the case of clauses (a)(iU.S. Credit Agreement) and (b), any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with prohibiting or restricting 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, or (ii) the ability of WWI 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 Subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower or the ability of the Borrower to make any payment, directly or indirectly, to the Parent. Notwithstanding the foregoing, documents governing a Capitalized Lease Liability or a purchase money Lien permitted by SECTION 7.2.3(q) and (r) may prohibit other Liens on the asset encumbered by such Lien. (b) The Borrower will not, and will not permit any of its 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. Each of the Borrowers will The Borrower shall not, and will shall not permit any of its respective Material 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 than 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) Legal Requirements and excluding 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 replacedLoan 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, or (ii) the ability of WWI 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 Subsidiary of its Subsidiaries to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower; or (c) except as provided in this Agreement and pursuant to financial covenants in other agreements evidencing Indebtedness permitted under Section 7.04, the ability of the Borrower to make any payments, directly or indirectly, to FNF by way of dividends, advances, repayments of loans or advances, reimbursements and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of the Borrower to make any payment, directly or indirectly, to FNF.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) this Agreement, any restrictions existing under the other Loan Documents orDocument, in the case of clauses (a)(i) and any agreement governing any Indebtedness permitted by clause (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), (iip),(r),(s) or (iiit) 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 replacedSection 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, or (ii) the ability of WWI or any other Obligor the Borrower to amend or otherwise modify this Agreement or any other Loan Document; or or (b) the ability of any Subsidiary (other than a Subject Subsidiary) to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary (other than a Subject Subsidiary) to make any payment, directly or indirectly, to the BorrowersBorrower. Notwithstanding the foregoing, any agreement governing any Indebtedness permitted by clause (p),(r),(s) or (t) of Section 7.2.2 shall not prohibit the creation or assumption of any Lien upon the properties, revenues or assets of the Borrower 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 Section 7.2.2 shall prohibit the ability of any Subsidiary (other than a Subject Subsidiary) 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. Each of the Borrowers The Borrower will not, and will not permit any of its 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 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) aboveabove 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, or (ii) ability of WWI the Borrower or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the BorrowersBorrower.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The U.S. Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) this Agreement and any restrictions existing under the other Loan Documents orDocument, in the case of clauses (a)(iii) and any agreement governing any Indebtedness permitted by CLAUSE (b), any other agreements ) of SECTION 9.2.2 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 Securities or assets of such Subsidiary pursuant to a transaction otherwise permitted herebyEffective Date, (iii) in the case of clause CLAUSE (a)) below, restrictions in respect of any agreement governing any Indebtedness secured by Liens permitted by Section 7.2.3, but only to the extent such restrictions apply CLAUSE (d) of SECTION 9.2.2 as to the assets encumbered therebyfinanced 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 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 (iiic) above; providedbelow, that restrictions on any Receivables Co. contained in documentation delivered for 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 replacedPermitted Receivables Transaction) prohibiting (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, to the extent that any such negative pledge would effectively prohibit the creation or first priority perfection of any Liens of the type described in CLAUSE (iia) of SECTION 9.2.3; (b) the ability of WWI 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 Subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to the Borrowers.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers ADT Limited will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under the Loan Documents or, in the case of clauses (a)(i) this Guaranty and (b), any other agreements in effect on the date hereof, (ii) in the case of clauses (a)(i) and (bLoan Document), 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) 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, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) restricting the ability of any such Subsidiary to make any payments, directly or indirectly, to the Borrowers 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 Subsidiary to make any payment, directly or indirectly, to ADT Limited; (A) any indenture or agreement governing Indebtedness permitted 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 BorrowersCredit 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) of Section 4.2.2 or clause (k) of Section 8.2.2 of the Credit 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 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 that 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 such restrictions were not created in contemplation of any such transaction.

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Company will not, and will not permit any of its respective Restricted Subsidiaries to, enter into any agreement (excluding prohibiting: (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 acquiredacquired (other than, in the case of any assets acquired with the proceeds of any Indebtedness permitted under clause (c) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clause (h) or (j) of Section 7.2.2, customary limitations in respect of the Non-U.S. Subsidiaries of the Company that shall have incurred such Indebtedness and their assets), or (ii) the ability of WWI the Company or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or (b) the ability of any Restricted Subsidiary to make from making any payments, directly or indirectly, to the Borrowers 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 BorrowersCompany (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 clause (h) or (j) of Section 7.2.2 that are applicable to the Non-U.S. Subsidiaries of the Company that have incurred such Indebtedness and their assets).

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower will not, and will not permit any of its respective Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness permitted either by clauses (ia), (b), (e), (f), (g) and (l) of Section 8.2.2 (and refinancings, extensions and renewals of such Indebtedness permitted under clause (m) of Section 8.2.2) or any restrictions existing under 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 Loan Documents orCredit 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 Credit Agreement is hereby amended and restated in its entirety as follows: (a) with the written consents of the Borrower and the Agent (which consents shall not be unreasonably withheld and which consent, in the case of clauses (a)(ithe Borrower, shall be 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 Lender's request for consent, stating, in reasonable detail, the reasons why the Borrower proposes to withhold such consent) and each Issuer (b)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, 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) prohibitingand" (az) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or (ii) ability of WWI or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or Subsection (b) of Section 11.11.1 of the ability of any Subsidiary to make any payments, directly or indirectly, to the Borrowers by way of dividends, advances, repayments of loans or advances, reimbursements of management Credit Agreement is hereby amended 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 Subsidiary to make any payment, directly or indirectly, to the Borrowers.restated in its entirety as follows:

Negative Pledges, Restrictive Agreements, etc. Each of the Borrowers The Borrower will not, and will not permit any of its respective Subsidiaries Restricted Subsidiary to, enter into any agreement (excluding prohibiting (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 clause (c) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness and in the case of any Indebtedness permitted under clauses (e), (f), (g), (h) 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 their assets), or (ii) the ability of WWI 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 to make from making any payments, directly or indirectly, to the Borrowers 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 BorrowersBorrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (a), (b), (e), (f), (g), (h) , (i) and (j) of Section 7.2.2 that are applicable to the Restricted Subsidiary 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 Subsidiaries) and its (and their) assets.

Negative Pledges, Restrictive Agreements, etc. Each of Holdings and the Borrowers Borrower will not, and will not permit any of its respective the Restricted Subsidiaries to, enter into any agreement (excluding (i) any restrictions existing under other than the Loan Documents or, in the case of clauses (a)(i) and (b), or 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 Permitted 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 replacedDebt Documents) prohibiting: (a) the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, securing any Obligations or any senior refinancing thereof (other than (x) in the case of any assets acquired with the proceeds of any Indebtedness permitted under clause (c) of Section 7.2.2, customary limitations and prohibitions contained in such Indebtedness or (y) in the case of any Indebtedness permitted under clauses (g), (h) and (i) 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 WWI 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 to make from making any payments, directly or indirectly, to the Borrowers 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 BorrowersBorrower (other than customary limitations and prohibitions in any Indebtedness permitted under clauses (b), (e), (g), (h),(i) and (j) 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 that such limitations shall be limited solely to such Restricted Subsidiary (and any of its Subsidiaries) and its (and their) assets).