Common use of No Further Negative Pledge Clause in Contracts

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of their respective its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security Lien for an obligation if security a Lien is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 6.01(k) prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to the Existing Senior Notes be incurred under Section 6.01(e) and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (l) or any other secured Indebtedness permitted by Section 6.01 and (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of LawLegal Requirements, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.04 pending the consummation of such salesale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereunder, (c) restricts consists of customary provisions in leases and other contracts restricting subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiarythereof, (d) exists consists of customary restrictions and conditions in joint venture and similar agreements, (e) is in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary or of Borrower, and (ef) is imposed by any amendments amendment or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d)and 4(e) above; provided provided, that such amendments and or refinancings are permitted hereunder or are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions encumbrances and limitations restrictions than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party or any Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenuesrevenues constituting or required to constitute Collateral under the Loan Documents or which is subject to Section 6.10(c), whether now owned or hereafter acquired, or which requires the grant of any security in such property or revenues for an obligation if security is granted for another obligation, except the following: (1) this Agreement and Agreement, the other Loan Documents, the ABL Credit Agreement Documents and the documents governing any Indebtedness incurred pursuant to Sections 7.03(c), (d), (e), (f), (h), (j), (r), and (s) and (aa); (2) any documentation governing Permitted Unsecured Refinancing Debt, Permitted Pari Passu Refinancing Debt or Permitted Junior Refinancing Debt; (3) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (534) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (c) restricts sublicensing, the granting of a Lien or subletting or assignment of leasehold interests contained in any contract, license or lease governing of a leasehold interest of Holdings Loan Party or a SubsidiarySubsidiary thereof, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsa Loan Party, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary of a Loan Party or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause subsection (3) or (5)(d34)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered therebythereby (and any document governing any secured Permitted Refinancing Indebtedness with respect thereto); (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing DateAmendment No. 2 Effective Date and listed on Schedule 6.17; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); (6) arise pursuant to agreements entered into with respect to any sale, transfer, lease, license or other disposition permitted by Section 6.04, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale, transfer, lease, license, or other disposition of the Equity Interests of such Subsidiary, and applicable solely to assets under such sale, transfer, lease or other disposition; or (7) represent Indebtedness of a Non-Subsidiary Loan Party to the extent such Indebtedness is permitted by Section 6.01; provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations[intentionally omitted]; and (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted hereunder and (6) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a SubsidiarySubsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which (x) limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary to encumber its ownership interest therein or (ey) in the case of the Xxxxx Joint Venture Arrangement, limits the ability of Novelis Corporation or Xxxxx to encumber the Xxxxx Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the Xxxxx Location for use or processing by Xxxxx in accordance with the terms of the Xxxxx Joint Venture Arrangement; (g) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, except, in the case of clauses (i) and (ii), to the extent not prohibited under the Revolving Credit Loan Documents and the Secured Term Loan Documents or (iii) the assets of Novelis Corporation located at the Xxxxx Plant that constitute Excluded Property (other than any Lien in favor of Xxxxx or Tri-Arrows (or any successor of Tri-Arrows as Joint Venture partner in Xxxxx) pursuant to the Xxxxx Joint Venture Arrangement) unless a Lien (subject to the Intercreditor Agreement) has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of their respective its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Sections 6.02(c), (d), (h), (i), (j), (m), (v), (x) and (ee) or any Permitted Lien of the foregoing types permitted by Section 6.02 6.02(w), in each case prohibiting further Liens on the properties encumbered thereby; (3c) the documentation with respect to the Existing Senior Secured Notes Documents and the Existing Senior Subordinated NotesAdditional Second Lien Debt Documents, as in effect provided that the restrictions thereunder shall not prohibit any Liens on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue assets of the granting of Liens on or pledge of property of any Loan Party Companies to secure the ObligationsObligations so long as such Obligations are otherwise permitted under such documents; and (5d) any prohibition or limitation (i) that (a) exists pursuant to applicable Requirements of LawLegal Requirements, (bii) that consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.04 pending the consummation of such sale; provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, (ciii) that restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiaryone of its Restricted Subsidiaries, (div) exists that consists of customary provisions restricting assignments of any agreement entered into in the ordinary course of business, (v) that is contained in joint venture agreements that only apply to the Permitted Joint Venture subject thereto, (vi) that consists of Drilling Contract Lien Restrictions with respect to any Rig that is or becomes an Excluded Rig or (vii) that is contained in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, Bank Product Agreement so long as such agreement was not entered into restrictions are only on the respective bank account or accounts and the cash and Cash Equivalents in contemplation of such person becoming a Subsidiary bank account or (e) is imposed by any amendments or refinancings accounts that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect subject to such prohibitions and limitations than those prior to such amendment or refinancingBank Product Agreement.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, securing the Secured Obligations or which requires the grant of any security for an obligation if security is granted for another obligationthe Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2a) covenants in documents creating Liens permitted by Section 6.02 (other than Section 6.02(o)) prohibiting further Liens on the properties encumbered thereby; , (3b) the documentation with respect covenants in documents evidencing, governing or securing Indebtedness permitted by Section 6.01(k) to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement extent that does such covenants do not restrict in any manner (directly or indirectly) prior Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5c) any prohibition or limitation that (ai) exists pursuant to applicable Requirements of Law, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (ciii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (div) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary or Subsidiary, (ev) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(dc)(iv); provided that provided, that, such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancingrefinancing or (vi) is imposed in connection with Investments permitted pursuant to Section 6.04(r).

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, Second Lien Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsa Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes Subordinated Note Documents as in effect on February 12, 2004 and the Existing New Senior Subordinated NotesNote Documents as in effect on August 27, 2004; (4) the Second Lien Loan Documents as in effect on the Closing Fourth Amendment Effectiveness Date; (45) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (56) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings U.S. Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsU.S. Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (33),(4) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations[intentionally omitted]; and (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted hereunder and (6) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a SubsidiarySubsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (eg) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such 262 1060441.101066947.03-CHISR01A - MSW prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, or (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, unless, in the case of clauses (i) and (ii) a First Priority (subject to the terms of the Intercreditor Agreement) Lien over such Equity Interests has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist or become effective any of the Restricted Subsidiaries to enter into any agreement, instrument, deed or lease which agreement that prohibits or limits the ability of any a Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, or which requires to secure the grant of any security for an obligation if security is granted for another obligation, except the following: Obligations other than (1a) this Agreement and the other Loan Documents; , (2b) covenants in documents creating any agreements governing any Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; hereunder (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notesin each such case, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant shall only be effective against the property financed thereby or subject to applicable Requirements of Law, (b) consists of customary restrictions such Lien and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such saleproceeds thereof), (c) restricts subletting or assignment of leasehold interests customary nonassignment provisions contained in any lease governing a leasehold interest leases, licenses and similar agreements, joint venture arrangements and other contracts (in each case other than those with respect to Real Property) and so long as such restrictions are limited to such leases, licenses and similar agreements, joint venture arrangements or other contracts, or, in the case of Holdings or a Subsidiaryleases, licenses and similar agreements, the property subject thereto), (d) exists any agreements governing any Excluded Property (in which case any agreement prohibition or limitation shall only be effective against such Excluded Property applicable thereto and proceeds thereof), (e) as required by applicable law or any applicable rule or order, including those of any Gaming Authority (f) restrictions on the transfer of any property subject to a contract with respect to an Asset Sale or other transfer, conveyance or disposition permitted under this Agreement, (g) agreements in effect existence with respect to a Restricted Subsidiary at the time it is so designated or at the time such Subsidiary person becomes a Subsidiary of HoldingsRestricted Subsidiary, so long as provided, however, that such agreement was agreements are not entered into in anticipation or contemplation of such designation or of such person becoming a Subsidiary Restricted Subsidiary, (h) restrictions on deposits made in connection with license applications or (e) is imposed by any amendments to secure letters of credit or refinancings that are otherwise permitted by surety or other bonds issued in connection therewith or deposits made in the Loan Documents ordinary course of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) business with respect to such prohibitions insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and limitations than those prior appeal bonds and other similar obligations (or to such amendment secure letters of credit or refinancingsurety or other bonds relating thereto), (i) the subordination provisions of any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (j) restrictions relating to the ERGG Agreement, any ERGG Proceeds and any accounts in which payments relating to the ERGG Agreement are made and (k) any agreements, encumbrances or restrictions existing on the Closing Date.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes Subordinated Note Documents and the Existing Senior Subordinated NotesTalisman Debt, in each case, as such documents are in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.05 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease Lease governing a leasehold interest of Holdings Borrower or a Restricted Subsidiary, (d) exists in any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Holdingsafter the date hereof, so long as such agreement was not entered into in contemplation of such person becoming a Restricted Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4c) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (d) covenants existing in the documents governing the 2011 Notes, the 2014 Notes, the 2016 Notes and the 2025 Debentures and (5e) any prohibition or limitation that (ai) exists pursuant to applicable Requirements of Law, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (ciii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings the Borrower or a Restricted Subsidiary, (div) exists in any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Holdingsthe Borrower, so long as such agreement was not entered into in contemplation of such person Person becoming a Restricted Subsidiary or (ev) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3b), (c), (d) or (5)(de)(iv); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesTerm Loan Documents, as in effect on the Closing Date; (4) the Additional Senior Secured Indebtedness Documents, Permitted Short Term Loan Documents, and documents relating to any other agreement that does not restrict in any manner Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Junior Secured Indebtedness and Other Secured Indebtedness (directly or indirectly) so long as such documents permit Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations); (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted hereunder and (56) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Applicable Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a Subsidiary, or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person so acquired; and provided that no such person becoming shall be a Borrowing Base Guarantor, and no properties of any such person shall be included in the Borrowing Base, to the extent such prohibition or limitation is applicable to the Liens under the Security Documents or requires the grant or creation of a Lien on any of the Revolving Credit Priority Collateral, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (eg) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (4) (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease 1160299.01-CHISR1160299.03H-CHISR02A - MSW that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, or (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, unless, in the case of clauses (i) and (ii) a First Priority (subject to the terms of the Intercreditor Agreement) Lien over such Equity Interests has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Global Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) any the Secured Term Loan Documents, and the loan documents, indentures, notes and other agreement that does not restrict agreements in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting respect of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligationspermitted under Section 6.01; and (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted hereunder and (6) any prohibition or limitation that (a) exists pursuant to 1104695.02A-CHISR01A - MSW applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Global Loan Party or a SubsidiarySubsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which (x) limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary to encumber its ownership interest therein or (ey) in the case of the Xxxxx Joint Venture Arrangement, limits the ability of Novelis Corporation or Xxxxx to encumber the Xxxxx Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the Xxxxx Location for use or processing by Xxxxx in accordance with the terms of the Xxxxx Joint Venture Arrangement; (g) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations[intentionally omitted]; and (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted hereunder and (65) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a SubsidiarySubsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which (x) limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary to encumber its ownership interest therein or (ey) in the case of the Xxxxx Joint Venture Arrangement, limits the ability of Novelis Corporation or Xxxxx to encumber the Xxxxx Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the Xxxxx Location for use or processing by Xxxxx in accordance with the terms of the Xxxxx Joint Venture Arrangement; (g) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions 219 and limitations than those prior to such amendment or refinancing; (h) consists of customary covenants in agreements entered into in the ordinary course of business restricting the pledge of such agreement, solely to the extent such negative pledge provision is not enforceable under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or similar applicable requirements of Applicable Law; or (i) consists of customary covenants or restrictions in any Joint Development Agreement restricting the pledge of any Intellectual Property developed under such Joint Development Agreement; provided that (x) each Loan Party shall use commercially reasonable efforts to negotiate any Joint Development Agreement entered into by it after the Amendment No. 7 Effective Date in a manner that avoids any such covenants or restrictions, (y) the Intellectual Property subject to any such covenants or restrictions shall not at any time, taken as a whole, constitute a material portion of the Intellectual Property owned or licensed by the Companies, taken as a whole, and (z) such Joint Development Agreement shall not prohibit or restrict the ability of any Agent to use the applicable Company’s rights in the Intellectual Property subject to such Joint Development Agreement during the continuance of an Event of Default, for purposes of enabling any Agent to exercise rights and remedies under the Loan Documents, including in accordance with Section 6.1 of the U.S. Security Agreement dated as of January 13, 2017 (as if such Section applies to the Intellectual Property subject to such Joint Development Agreement mutatis mutandis). Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, except, in the case of clauses (i) and (ii), to the extent not prohibited under the Revolving Credit Loan Documents and the Secured Term Loan Documents or (iii) the assets of Novelis Corporation located at the Xxxxx Plant that constitute Excluded Property (other than any Lien in favor of Xxxxx or Tri-Arrows (or any successor of Tri-Arrows as Joint Venture partner in Xxxxx) pursuant to the Xxxxx Joint Venture Arrangement) unless a Lien (subject to the Intercreditor Agreement) has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Credit Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 5.2 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Credit Party to secure the Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 5.6 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Restricted Subsidiary, (d) exists in any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Restricted Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to No Loan Party shall enter into any agreement, instrument, deed or lease which prohibits or limits the ability of Foamex or any other Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Obligations or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Obligations, except the following: (1) this Agreement Agreement, the other Loan Documents, the First Lien Term Loan Documents and the other Second Lien Term Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 7.14 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing any of the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure any of the Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.18 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiarysuch Loan Party, (d) restricts sublicensing or assignment of any license governing an interest licensed to such Loan Party, (e) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsFoamex, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary or (ef) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents and the First Lien Credit Agreement and the other First Lien Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) customary contract anti-assignment provisions, or (f) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect prior to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date, the Existing Note Documents; (4) the ABL Facility Documents (and any Permitted Refinancing thereof); (5) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (6) any "equal and ratable" clause in any unsecured debt permitted under Section 6.01 and (57) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease Lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary Subsidiary, (e) consists of customary provisions restricting assignment of any agreement entered into by a Loan Party in the ordinary course of business consistent with its historic business practices, (f) agreements governing any Incremental Equivalent Debt (and any Permitted Refinancing thereof), (g) agreements governing any Refinancing Equivalent Debt (and any Permitted Refinancing thereof) or (eh) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d)this Section 6.14; provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist or become effective any of agreement (other than the Restricted Subsidiaries to enter into any agreement, instrument, deed or lease which ACHA Documents as in effect on the date hereof) that prohibits or limits the ability of any a Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, or which requires to secure the grant of any security for an obligation if security is granted for another obligation, except the following: Obligations other than (1a) this Agreement and the other Loan Documents; Financing Agreements and any Indebtedness permitted under Section 6.01(f), (2b) covenants in documents creating any agreements governing any Liens permitted by Section 6.02 prohibiting further Liens on hereunder (in each such case, any prohibition or limitation shall only be effective against the properties encumbered thereby; property financed thereby or subject to such Lien and proceeds thereof), (3c) the documentation customary nonassignment provisions contained in leases, licenses and similar agreements, joint venture arrangements and other contracts (in each case other than those with respect to Real Property) and so long as such restrictions are limited to such leases, licenses and similar agreements, joint venture arrangements or other contracts, or, in the Existing Senior Notes case of leases, licenses and similar agreements, the Existing Senior Subordinated Notesproperty subject thereto), (d) any agreements governing any Excluded Property (in which case any prohibition or limitation shall only be effective against such Excluded Property applicable thereto and proceeds thereof), (e) as required by applicable law or any applicable rule or order, including those of any Gaming Authority (f) restrictions on the transfer of any property subject to a contract with respect to an Asset Sale or other transfer, conveyance or disposition permitted under this Agreement, (g) agreements in effect existence with respect to a Restricted Subsidiary at the time it is so designated or at the time such Person becomes a Restricted Subsidiary, provided, however, that such agreements are not entered into in anticipation or contemplation of such designation or of such Person becoming a Restricted Subsidiary, (h) restrictions on deposits made in connection with license applications or to secure letters of credit or surety or other bonds issued in connection therewith or deposits made in the ordinary course of business with respect to insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto), (i) the subordination provisions of any Indebtedness owed to Borrower or any of its Restricted Subsidiaries, (j) restrictions relating to the ERGG Agreement, any amounts paid relating to the ERGG Agreement, any accounts in which payments relating to the ERGG Agreement are made and restrictions relating to proceeds of ERGG Monetization Indebtedness and (k) any agreements, encumbrances or restrictions existing on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Restricted Party to create, incur, assume or suffer to exist any Lien upon any of their respective its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1a) this Agreement and the other ABL Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; (3c) the documentation with respect subject to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue terms of the granting of Liens on or pledge of property of any Intercreditor Agreement, the Term Loan Party to secure the ObligationsDocuments; and (5d) any prohibition or limitation that (ai) exists pursuant to applicable Requirements of LawLegal Requirements, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale; provided, that (x) such restrictions apply only to such property to be sold or disposed of, and (y) such sale is permitted hereunder, (ciii) restricts subletting or consists of customary restrictions on the assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiaryleases, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not licenses and other contracts entered into in contemplation the ordinary course of such person becoming a Subsidiary or business, (eiv) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents consists of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) Charter Contract Lien Restrictions with respect to any Vessel, (v) consists of customary prohibitions or limitations in joint venture agreements, pooling agreements and other similar agreements restricting the pledge or assignment thereof or (vi) consists of other contractual restrictions on pledges or assignments in agreements entered into in the ordinary course of business solely to the extent such prohibitions and limitations than those prior restrictions would be rendered ineffective pursuant to such amendment Sections 9-406, 9-407, 9-408 or refinancing.9-409 of the UCC of any relevant jurisdiction or any other applicable Legal Requirement (including the Bankruptcy Code) or principles of equity. 146

No Further Negative Pledge. Holdings will notEnter into (or permit SPV VLCC Parent, and will not permit SPV VLCC Unrestricted Subsidiary or any of the Restricted Subsidiaries SPV VLCC Vessel Owner to enter into into) any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Restricted Party to create, incur, assume or suffer to exist any Lien upon any of their respective its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; (3c) the documentation covenants in documents related to Indebtedness incurred pursuant Section6.01(q) in connection with respect an SPV Acquisition so long as such restrictions only apply to the Existing Senior Notes applicable SPV Buyer and the Existing Senior Subordinated Notes, as in effect on the Closing Dateany Vessel Holding Person thereof; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5d) any prohibition or limitation that (ai) exists pursuant to applicable Requirements of LawLegal Requirements, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale; provided, that (x) such restrictions apply only to such property to be sold or disposed of, and (y) such sale is permitted hereunder, (ciii) restricts subletting or consists of customary restrictions on the assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiaryleases, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not licenses and other contracts entered into in contemplation the ordinary course of business, (iv) consists of Charter Contract Lien Restrictions with respect to any Vessel, (v) consists of customary prohibitions or limitations in joint venture agreements, pooling agreements and other similar agreements restricting the pledge or assignment thereof or (vi) consists of other contractual restrictions on pledges or assignments in agreements entered into in the ordinary course of business solely to the extent such person becoming a Subsidiary restrictions would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Legal Requirement (including the Bankruptcy Code) or principles of equity; and (e) is imposed by covenants in documents creating Liens that secure Pool Financing Indebtedness prohibiting Liens on Pool Financing Receivables., and (f) at any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those time prior to such amendment or refinancingthe SPV VLCC Designations, covenants in the Sinosure Facility Agreement prohibiting Liens on (x) the Equity Interests issued by SPV VLCC Unrestricted Subsidiary and the SPV VLCC Vessel Owners and (y) the assets of SPV VLCC Parent, SPV VLCC Unrestricted Subsidiary and the SPV Vessel Owners.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing DateNote Documents; (4) any Additional Senior Unsecured Indebtedness and Permitted Refinancing Indebtedness with respect thereto, so long as such covenants are not, taken as a whole, more restrictive to Borrower and its Subsidiaries in any material respect than those in this Agreement; (5) any Subordinated Indebtedness and Permitted Refinancing Indebtedness with respect thereto, so long as such covenants are no not, taken as a whole, more restrictive to Borrower and its Subsidiaries in any material respect than those in the Senior Note Documents; (6) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party Company to secure the Secured Obligations; and (57) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease Lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement assumed in effect at connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the time such Subsidiary becomes properties or assets of any person, other than the person or the properties or assets of the person so acquired, (e) customary provisions restricting assignment or any other transfer of any agreement entered into by the Borrower or a Subsidiary in the ordinary course of Holdingsbusiness, so long (f) customary provisions with respect to distributions of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements not otherwise prohibited hereunder; provided that such encumbrances or restrictions apply only to the assets or property subject to such joint venture, asset sale, stock sale or similar agreement or to the assets or property being sold or disposed of, as such agreement was not the case may be, (g) restrictions on cash or other deposits or net worth imposed by suppliers, landlords, customers, insurance and surety or bonding companies under contracts entered into in contemplation the ordinary course of business, (h) in the case of any joint venture which is not a Loan Party, exists in such person becoming a Subsidiary person’s Organizational Documents or its joint venture agreement or stockholders agreements solely to the extent affecting the Equity Interests of or property held in the subject joint venture, and (ei) is imposed by any amendments or refinancings Permitted Refinancing Indebtedness that are is otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d7)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancingand, in connection with Permitted Refinancing Indebtedness, the restrictions contained in such definition are complied with.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Restricted Party to create, incur, assume or suffer to exist any Lien upon any of their respective its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; (3c) the documentation covenants in documents related to Indebtedness incurred pursuant Section 6.01(q) in connection with respect an SPV Acquisition so long as such restrictions only apply to the Existing Senior Notes applicable SPV Buyer and the Existing Senior Subordinated Notes, as in effect on the Closing Dateany Vessel Holding Person thereof; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5d) any prohibition or limitation that (ai) exists pursuant to applicable Requirements of LawLegal Requirements, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale; provided, that (x) such restrictions apply only to such property to be sold or disposed of, and (y) such sale is permitted hereunder, (ciii) restricts subletting or consists of customary restrictions on the assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiaryleases, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not licenses and other contracts entered into in contemplation the ordinary course of business, (iv) consists of Charter Contract Lien Restrictions with respect to any Vessel, (v) consists of customary prohibitions or limitations in joint venture agreements, pooling agreements and other similar agreements restricting the pledge or assignment thereof or (vi) consists of other contractual restrictions on pledges or assignments in agreements entered into in the ordinary course of business solely to the extent such person becoming a Subsidiary restrictions would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Legal Requirement (including the Bankruptcy Code) or principles of equity; and (e) is imposed by any amendments or refinancings covenants in documents creating Liens that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancingsecure Pool Financing Indebtedness prohibiting Liens on Pool Financing Receivables.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1i) this Agreement and the other Loan Documents; (2ii) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4iii) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5iv) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower in accordance with the terms and conditions of the Loan Documents, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary Subsidiary, (e) restricts the assignment, pledge or creation of any Lien upon license or other rights under license agreements or (ef) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(div)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist or become effective any of the Restricted Subsidiaries to enter into any agreement, instrument, deed or lease which agreement that prohibits or limits the ability of any Loan Party Borrower to create, incur, assume or suffer to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, or which requires to secure the grant Obligations other than (i) agreements existing as of the Closing Date (including the First Lien Financing Agreement and the documents governing any security for an obligation if security is granted for another obligationSenior Qualified Additional Financing and Permitted Refinancing), except the following: and (1ii) (a) this Agreement and the other Loan Documents; Financing Agreements and any Indebtedness permitted under Section 6.01(f), (2b) covenants in documents creating any agreements governing any Liens permitted by Section 6.02 prohibiting further Liens on hereunder (in each such case, any prohibition or limitation shall only be effective against the properties encumbered thereby; property financed thereby or subject to such Lien and proceeds thereof), (3c) the documentation customary nonassignment provisions contained in leases, licenses and similar agreements, joint venture arrangements and other contracts (in each case other than those with respect to Real Property) and so long as such restrictions are limited to such leases, licenses and similar agreements, joint venture arrangements or other contracts, or, in the Existing Senior Notes case of leases, licenses and similar agreements, the Existing Senior Subordinated Notesproperty subject thereto), (d) any agreements governing any Excluded Property or other property with respect to which the Loan Documents do not require Lender to have a security interest (in which case any prohibition or limitation shall only be effective against such Excluded Property or other such property applicable thereto and proceeds thereof), (e) as required by applicable Law, including any Gaming Law, (f) restrictions on the transfer of any property subject to a contract with respect to an Asset Sale or other transfer, conveyance or disposition permitted under this Agreement, (g) restrictions on deposits made in effect connection with license applications or to secure letters of credit or surety or other bonds issued in connection therewith or deposits made in the ordinary course of business with respect to insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto), (h) the subordination provisions of any Indebtedness owed to Borrower, and (i) any agreements, encumbrances or restrictions existing on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries to Subsidiary Guarantors to, enter into any agreement, instrument, deed or lease which prohibits or limits in any material respect the ability of any Loan Party Obligor to create, incur, assume or suffer to exist any Lien upon any of their respective properties its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1a) this Agreement and Agreement, the other Loan DocumentsDocuments and documents with respect to Indebtedness permitted under Section 6.01(b), (h), (m) or (n) or the Existing Notes; (2b) covenants in documents creating Liens permitted by Section 6.02 (including covenants with respect to the Designated Obligations or Designated Indebtedness Holders under (and, in each case, as defined in) the Security Documents) prohibiting further Liens on the properties assets encumbered thereby; (3c) the documentation with respect (i) customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise not prohibited hereby so long as such restrictions relate solely to the Existing Senior Notes and assets subject thereto, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Existing Senior Subordinated NotesBorrower or any of its Subsidiaries, as (iii) customary provisions restricting assignment of any agreement entered into in effect the ordinary course of business, (iv) customary provisions restricting the creation of Liens on assets subject to any asset sale permitted under Section 6.03 or (v) customary provisions for the Closing Datetransfer of an asset pending the close of the sale of such asset; (4d) any such agreement with a financier to an Excluded Asset that imposes such restrictions only on ownership and economic interests in such Excluded Asset; (e) any such agreement that imposes restrictions on investments or other interests in Financing Subsidiaries or Foreign Subsidiaries (but no other assets of any Obligor); (f) any such agreement that imposes restrictions on Liens in Joint Venture Investments (solely to the extent such restrictions relate to Joint Venture Investments); (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations “Secured Obligations” under and as defined in the Guarantee and Security Agreement and does not require (other than pursuant to a grant of a Lien under the Loan Documents) the direct or indirect granting of any Lien securing any Indebtedness or other obligation (other than such “Secured Obligations”) by virtue of the granting of Liens on or pledge 138 Revolving Credit Agreement of property of any Loan Party Obligor to secure the ObligationsLoans or any Hedging Agreement; (h) for the avoidance of doubt, any such document, agreement or instrument that imposes customary restrictions on any Equity Interests or Portfolio Investments; and (5i) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale underlying governing agreements of any property permitted under Section 6.04 pending the consummation of equity interest that impose such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiary, (d) exists in any agreement in effect at the time restrictions only on such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancingequity interests.

No Further Negative Pledge. Holdings will Borrower shall not, and it will not permit any of the its Restricted Subsidiaries to to, enter into any agreement, instrument, deed agreement prohibiting the creation or lease which prohibits or limits the ability assumption of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective its properties or revenuesassets, whether now owned or hereafter acquired, or which requires to secure the grant of any security for an obligation if security is granted for another obligationObligations, except the following: (1a) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties specific property encumbered thereby; (3) the documentation to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Datea permitted Asset Sale; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5b) any prohibition or limitation that (ai) exists pursuant to applicable Requirements of LawLegal Requirements, or (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale; provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (c2) such sale is permitted hereunder, or (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, one of its Subsidiaries; (dc) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsa Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary Subsidiary; (d) customary non-assignment provisions in customer contracts and licenses of (or any other grants of rights to use) Intellectual Property, in each case entered into in the ordinary course of business; (e) licenses or sublicenses of Intellectual Property by Borrower or their Subsidiaries in the ordinary course of business (in which case, any prohibition or limitation shall only be effective against the Intellectual Property subject thereto); (f) customary provisions in joint venture agreements with respect to permitted joint ventures; (g) this Agreement and the other Loan Documents, the Holdco Notes or the Borrower’s 11.75% Senior Secured Notes due 2013 and (h) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d)this Section 6.14; provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such the prohibitions and limitations than those in such contracts, instruments or obligations as in effect prior to any such amendment or refinancingamendment.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party or any Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and Agreement, the other Loan Documents, the ABL Credit Agreement Documents and the documents governing any Indebtedness incurred pursuant to Xxxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x) and (u); (2) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect Real Estate Transaction Documents (so long as such negative pledge relates only to the Existing Senior Notes property that is the subject of the Real Estate Transaction and the Existing Senior Subordinated Notes, as in effect on stock of (x) the Closing Date; Subsidiaries of the Borrower that own the Real Property that is the subject of the Real Estate Transaction and (4y) any other agreement the Subsidiaries of the Borrower that does not restrict in any manner (have no operations and directly or indirectlyindirectly hold as their primary assets (other than cash and Cash Equivalents) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue stock of the granting of Liens on or pledge of property of any Loan Party Subsidiaries referred to secure the Obligationsin clause (x)); and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (c) restricts sublicensing, the granting of a Lien or subletting or assignment of leasehold interests contained in any contract, license or lease governing of a leasehold interest of Holdings Loan Party or a SubsidiarySubsidiary thereof, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsa Loan Party, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary of a Loan Party or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause subsection (3) or (5)(d4)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of their respective its properties or revenuesassets, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(l)) on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5c) any prohibition or limitation that (ai) exists pursuant to applicable Requirements of LawLegal Requirements, or (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale; provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (c2) such sale is permitted hereunder, or (iii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, one of its Subsidiaries; (d) exists prohibitions and limitations contained in any agreement to which a Subsidiary is a party that was in effect at the time such Subsidiary becomes became a Subsidiary of Holdingsa Borrower, so long as such agreement was not entered into in anticipation or contemplation of such person Person becoming a Subsidiary or and such prohibitions and limitations only relate to such Subsidiary; (e) customary non-assignment provisions in customer contracts and licenses of (or any other grants of rights to use) Intellectual Property, in each case entered into in the ordinary course of business; and (f) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d)this Section 6.17; provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such the prohibitions and limitations than those in such contracts, instruments or obligations as in effect prior to any such amendment or refinancingamendment.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such salesale or contained in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings the Borrower or a any Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsSubsidiary, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties assets encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesNote Documents, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations Loans or any Interest Rate Agreement and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and , (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.05 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) is not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement, (e) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (ef) is are imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (31) or through (5)(d5); provided that such amendments and refinancings are are, in the good faith judgment of Holdings’ Board of Directors, no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, securing the Secured Obligations or which requires the grant of any security for an obligation if security is granted for another obligationthe Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2a) covenants in documents creating Liens permitted by Section 6.02 (other than Section 6.02(o)) prohibiting further Liens on the properties encumbered thereby; , (3b) the documentation with respect covenants in documents evidencing, governing or securing Indebtedness permitted by Section 6.01(k) to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement extent that does such covenants do not restrict in any manner (directly or indirectly) prior Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5c) any prohibition or limitation that (ai) exists pursuant to applicable Requirements of Law, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (ciii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (div) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (ev) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(dc)(iv); provided that provided, that, such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesNote Documents, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and 121 conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings the Borrowers or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsthe Borrowers, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations[intentionally omitted]; and (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted hereunder and (6) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a SubsidiarySubsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which (x) limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary to encumber its ownership interest therein or (ey) in the case of the Xxxxx Joint Venture Arrangement, limits the ability of Novelis Corporation or Xxxxx to encumber the Xxxxx Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the Xxxxx Location for use or processing by Xxxxx in accordance with the terms of the Xxxxx Joint Venture Arrangement; (g) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, except, in the case of clauses (i) and (ii), to the extent not prohibited under the Revolving Credit Loan Documents and the Secured Term Loan Documents or (iii) the assets of Novelis Corporation located at the Xxxxx Plant that constitute Excluded Property (other than any Lien in favor of Xxxxx or Tri-Arrows (or any successor of Tri-Arrows as Joint Venture partner in Xxxxx) pursuant to the 224 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW Xxxxx Joint Venture Arrangement) unless a Lien (subject to the Intercreditor Agreement) has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents, the Second Lien Credit Agreement and the Second Lien Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation consumma- tion of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) customary contract anti-assignment provisions, or (f) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(f)) on the properties encumbered thereby; (3c) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date[reserved]; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5d) any prohibition or limitation that (ai) exists pursuant to applicable Requirements of LawLegal Requirements, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale; provided, that (x) such restrictions apply only to such property to be sold or disposed of, and (y) such sale is permitted hereunder, (ciii) restricts subletting or consists of customary restrictions on the assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiaryleases, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not licenses and other contracts entered into in contemplation the ordinary course of business, (iv) [reserved], (v) consists of customary prohibitions or limitations in joint venture agreements, pooling agreements and other similar agreements restricting the pledge or assignment thereof or (vi) consists of other contractual restrictions on pledges or assignments in agreements entered into in the ordinary course of business solely to the extent such person becoming a Subsidiary restrictions would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Legal Requirement (including the Bankruptcy Code) or principles of equity; and (e) is imposed by any amendments or refinancings AMERICAS 101798741 99 covenants in documents creating Liens that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancingsecure Pool Financing Indebtedness prohibiting Liens on Pool Financing Receivables.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquiredacquired to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) the Additional Senior Secured Indebtedness Documents, and documents relating to any other agreement that does not restrict in any manner Permitted First Priority 174 Refinancing Debt, Permitted Second Priority Refinancing Debt and Junior Secured Indebtedness (directly or indirectly) so long as such documents permit Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations); and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a Subsidiary, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (eg) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (4) or (5)(d5)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which which, by its terms, prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and Agreement, the other Loan Documents and the Senior Unsecured Note Purchase Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) any the Secured Term Loan Documents, and the loan documents, indentures, notes and other agreement that does not restrict agreements in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting respect of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligationspermitted under Section 6.01; and (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted hereunder and (6) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a SubsidiarySubsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person 1066931.03C-CHISR01A - MSW acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (eg) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, or (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, except, in the case of clauses (i) and (ii), to the extent not prohibited under the Revolving Credit Loan Documents and the Secured Term Loan Documents.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) any the Secured Term Loan Documents, and the loan documents, indentures, notes and other agreement that does not restrict agreements in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting respect of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligationspermitted under Section 6.01; and (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted hereunder and (6) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a SubsidiarySubsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (eg) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, or (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, except, in the case of clauses (i) and (ii), to the extent not prohibited under the Revolving Credit Loan Documents and the Secured Term Loan Documents.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsa Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings The Borrower will not, and will not permit any of the Restricted Subsidiaries to Subsidiary Guarantors to, enter into any agreement, instrument, deed or lease which prohibits or limits in any material respect the ability of any Loan Party Obligor to create, incur, assume or suffer to exist any Lien upon any of their respective properties its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1a) this Agreement and Agreement, the other Loan DocumentsDocuments and documents with respect to Indebtedness permitted under Section 6.01(b), (i), (m) or (n) or the Existing Notes; (2b) covenants in documents creating Liens permitted by Section 6.02 (including covenants with respect to the Designated Obligations or Designated Indebtedness Holders under (and, in each case, as defined in) the Security Documents) prohibiting further Liens on the properties assets encumbered thereby; (3c) the documentation with respect (i) customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise not prohibited hereby so long as such restrictions relate solely to the Existing Senior Notes and assets subject thereto, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Existing Senior Subordinated NotesBorrower or any of its Subsidiaries, as (iii) customary provisions restricting assignment of any agreement entered into in effect the ordinary course of business, (iv) customary provisions restricting the creation of Liens on assets subject to any asset sale permitted under Section 6.03 or (v) customary provisions for the Closing Datetransfer of an asset pending the close of the sale of such asset; (4d) any such agreement with a financier to an Excluded Asset that imposes such restrictions only on ownership and economic interests in such Excluded Asset; (e) any such agreement that imposes restrictions on investments or other interests in Financing Subsidiaries or Foreign Subsidiaries (but no other assets of any Obligor); (f) any such agreement that imposes restrictions on Liens in Joint Venture Investments (solely to the extent such restrictions relate to Joint Venture Investments); (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations “Secured Obligations” under and as defined in the Guarantee and Security Agreement and does not require (other than pursuant to a grant of a Lien under the Loan Documents) the direct or indirect granting of any Lien securing any Indebtedness or other obligation (other than such “Secured Obligations”) by virtue of the granting of Liens on or pledge of property of any Loan Party Obligor to secure the ObligationsLoans or any Hedging Agreement; (h) for the avoidance of doubt, any such document, agreement or instrument that imposes customary restrictions on any Equity Interests or Portfolio Investments; and (5i) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale underlying governing agreements of any property permitted under Section 6.04 pending the consummation of minority equity interest that impose such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiary, (d) exists in any agreement in effect at the time restrictions only on such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancingequity interests.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations[intentionally omitted]; and (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted hereunder and (6) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a SubsidiarySubsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (eg) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Permitted Additional Notes, as in effect on the Closing Dateif any; (4) customary provisions restricting assignment of any agreement or license entered into by a Company in the ordinary course of business; (5) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (56) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.05 or the sale of any property permitted under Section 6.04 pending the consummation of such sale6.06, (c) restricts subletting or assignment of leasehold interests contained in any lease Lease governing a leasehold interest of Holdings or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary Subsidiary, (e) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired or (ef) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (2), (3), (4), (5) or (5)(d6)(d) or (e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any other Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiaryinterest, (d) exists in any agreement in effect at the time such a Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or Subsidiary, (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of or the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(d); provided that such amendments and refinancings are no not materially more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing; (f) customary provisions restricting assignment of any agreement entered into by a Company in the ordinary course of business; (g) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (h) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (i) any instrument or agreement governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; and (j) in the case of any joint venture that is not a Loan Party, in respect of any matters referred to in clauses (b) and (c) of Section 6.12 above, restrictions in such person's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquiredacquired to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesTerm Loan Documents, as in effect on the Closing Date; (4) the Additional Senior Secured Indebtedness Documents, and documents relating to any other agreement that does not restrict in any manner Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Junior Secured Indebtedness and Other Secured Indebtedness (directly or indirectly) so long as such documents permit Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations); and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Applicable Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a Subsidiary, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person so acquired; and provided that no such person becoming shall be a Borrowing Base Guarantor, and no properties of any such person shall be included in the Borrowing Base, to the extent such prohibition or limitation is applicable to the Liens under the Security Documents or requires the grant or creation of a Lien on any of the Revolving Credit Priority Collateral, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (eg) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (4) or (5)(d5)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of their respective its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security Lien for an obligation if security a Lien is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 6.01(k) prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect any agreements governing Indebtedness permitted to the Existing Senior Notes be incurred under Section 6.01(e) and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (l) or any other secured Indebtedness permitted by Section 6.01 and (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of LawLegal Requirements, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.04 pending the consummation of such salesale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereunder, (c) restricts consists of customary provisions in leases and other contracts restricting subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiarythereof, (d) exists consists of customary restrictions and conditions in joint venture and similar agreements, (e) is in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary or of Borrower, and (ef) is imposed by any amendments amendment or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d)and 4(e) above; provided provided, that such amendments and or refinancings are permitted hereunder or are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions encumbrances and limitations restrictions than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings the Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsthe Borrower, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesNote Documents, as in effect on the Original Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings the Borrowers or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsthe Borrowers, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquiredacquired to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) the Additional Senior Secured Indebtedness Documents, and documents relating to any other agreement that does not restrict in any manner Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt and Junior Secured Indebtedness (directly or indirectly) so long as such documents permit Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations); and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a Subsidiary, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (eg) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations 175 referred to in clause (3), (4) or (5)(d5)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Company to create, incur, assume or suffer to exist any Lien upon any of their respective its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Sections 6.02(c), (d), (h), (i), (j), (m), (v) and (x) or any Permitted Lien of the foregoing types permitted by Section 6.02 6.02(w), in each case prohibiting further Liens on the properties encumbered thereby; (3c) the documentation with respect to the Existing Senior Secured Notes Documents and the Existing Senior Subordinated NotesAdditional Second Lien Debt Documents, as in effect provided that the restrictions thereunder shall not prohibit any Liens on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue assets of the granting of Liens on or pledge of property of any Loan Party Companies to secure the ObligationsObligations so long as such Obligations are otherwise permitted under such documents; and (5d) any prohibition or limitation (i) that (a) exists pursuant to applicable Requirements of LawLegal Requirements, (bii) that consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.04 pending the consummation of such sale; provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, (ciii) that restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiaryone of its Restricted Subsidiaries, (div) exists that consists of customary provisions restricting assignments of any agreement entered into in the ordinary course of business, (v) that is contained in joint venture agreements that only apply to the Permitted Joint Venture subject thereto, (vi) that consists of Drilling Contract Lien Restrictions with respect to any Rig that is or becomes an Excluded Rig or (vii) that is contained in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, Bank Product Agreement so long as such agreement was not entered into restrictions are only on the respective bank account or accounts and the cash and Cash Equivalents in contemplation of such person becoming a Subsidiary bank account or (e) is imposed by any amendments or refinancings accounts that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect subject to such prohibitions and limitations than those prior to such amendment or refinancingBank Product Agreement.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes Subordinated Note Documents as in effect on February 12, 2004 and the Existing New Senior Subordinated NotesNote Documents as in effect on August 27, 2004; (4) the First Lien Loan Documents as in effect on the Closing Date; (45) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (56) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings the Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsthe Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (33),(4) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Global Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) any the Secured Term Loan Documents, and the loan documents, indentures, notes and other agreement that does not restrict agreements in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting respect of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligationspermitted under Section 6.01; and (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted hereunder and (6) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Global Loan Party or a SubsidiarySubsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which (x) limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary to encumber its ownership interest therein or (ey) in the case of the Xxxxx Joint Venture Arrangement, limits the ability of Novelis Corporation or Xxxxx to encumber the Xxxxx Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are 157 1104695.02A-CHISR01A - MSW located at the Xxxxx Location for use or processing by Xxxxx in accordance with the terms of the Xxxxx Joint Venture Arrangement; (g) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1l) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Security Documents on any Collateral securing the Secured Obligations hereunder and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation Obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the such Secured Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Borrower or a Restricted Subsidiary, (d) exists in any agreement in effect at the time such Restricted Subsidiary becomes a Subsidiary of Holdingsa Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of hereunder or the contracts, instruments or obligations Obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit None of Parent or any of the Restricted its Subsidiaries to shall enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Credit Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan DocumentsFinancing Agreements; (2) covenants in documents creating Liens permitted by Section 6.02 9.8 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, Note Indenture as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents Financing Agreements on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Credit Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 9.7 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Credit Party or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsCredit Party, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents Financing Agreements of the contracts, instruments or obligations referred to in clause (3) or (5)(d5)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, securing the Secured Obligations or which requires the grant of any security for an obligation if security is granted for another obligationthe Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 (other than Section 6.02(o)) prohibiting further Liens on the properties encumbered thereby; thereby (32) the documentation with respect covenants in documents evidencing, governing or securing Indebtedness permitted by Section 6.01(k) to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement extent that does such covenants do not restrict in any manner (directly or indirectly) prior Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (53) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease Lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d3)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, Note Document as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease Lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no not materially more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which which, by its terms, prohibits or limits the ability of any Loan Issuer Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement Agreement, the other Transaction Documents and the other Loan Senior Documents; (2) covenants in documents creating Liens permitted by Section 6.02 8.2(b) prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Senior Documents on any Collateral securing the Obligations Senior Debt and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the ObligationsSenior Debt; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 8.2(f) pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings the Company or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsthe Company, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Transaction Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered therebythereby and the proceeds thereof; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing; and (6) any Outsourcing Project Debt Documentation in respect of any Outsourcing Project Indebtedness permitted under Section 6.01(m) (in which case any prohibition or limitation shall only be effective against the assets of the Outsourcing Project Subsidiaries obligated under such Outsourcing Project Indebtedness and in any event shall not require the grant of any security for an obligation if security is granted for another obligation).

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes Secured Credit Facilities and the Existing Senior Subordinated Notes, Loan Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Senior Secured Credit Facilities Loan Documents on any Collateral (as defined in the Senior Secured Credit Facilities) securing the Obligations obligations thereunder and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligationssuch obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease Lease governing a leasehold interest of Holdings or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, Secured Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsa Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party or any Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and Agreement, the other Loan Documents, the ABL Credit Agreement Documents, the Term Loan Agreement Documents and the documents governing any Indebtedness incurred pursuant to Sections 7.03(c), (d), (e), (f), (h), (j), (k), (r), and (s); (2) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; and (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (c) restricts sublicensing, the granting of a Lien or subletting or assignment of leasehold interests contained in any contract, license or lease governing of a leasehold interest of Holdings Loan Party or a SubsidiarySubsidiary thereof, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsa Loan Party, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary of a Loan Party or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause subsection (3) or (5)(d3)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease Lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary and is not applicable to any person, or the properties or revenues of any person, other than such Subsidiary or such Subsidiary’s properties and revenues or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing DateSecond Lien Note Documents; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (5) any “equal and ratable” clause in any unsecured debt permitted under Section 6.01(n) and (56) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease Lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary Subsidiary, (e) consists of customary provisions restricting assignment of any agreement entered into by a Loan Party in the ordinary course of business consistent with its historic business practices or (ef) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d6)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect prior to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date, the Existing Note Documents; (4) the ABL Facility Documents (and any Permitted Refinancing thereof); (5) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (6) any “equal and ratable” clause in any unsecured debt permitted under Section 6.01 and (57) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease Lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary Subsidiary, (e) consists of customary provisions restricting assignment of any agreement entered into by a Loan Party in the ordinary course of business consistent with its historic business practices, (f) agreements governing any Incremental Equivalent Debt (and any Permitted Refinancing thereof), (g) agreements governing any Refinancing Equivalent Debt (and any Permitted Refinancing thereof) or (eh) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d)this Section 6.14; provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit None of Parent or any of the Restricted its Subsidiaries to shall enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Credit Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan DocumentsFinancing Agreements; (2) covenants in documents creating Liens permitted by Section 6.02 9.8 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, Secured Note Indenture as in effect on the Closing Amendment and Restatement Effective Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents Financing Agreements on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Credit Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 9.7 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Credit Party or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsCredit Party, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents Financing Agreements of the contracts, instruments or obligations referred to in clause (3) or (5)(d5)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, Note Documents as in effect on the Closing Date; (4) the Permitted Additional Notes, if any; (5) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (56) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.05 or the sale of any property permitted under Section 6.04 pending the consummation of such sale6.06, (c) restricts subletting or assignment of leasehold interests contained in any lease Lease governing a leasehold interest of Holdings Parent Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsParent Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary (e) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired or (ef) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (2), (3), (4) or (5)(d6)(d) or (e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquiredacquired to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) the Additional Senior Secured Indebtedness Documents, and documents relating to any other agreement that does not restrict in any manner Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt and Junior Secured Indebtedness (directly or indirectly) so long as such documents permit Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations); and (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted 202 972172.01-CHISR01A - MSW hereunder and (6) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a SubsidiarySubsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (eg) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (4), (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesTerm Loan Documents, as in effect on the Closing Date; (4) the Additional Senior Secured Indebtedness Documents, Permitted Short Term Loan Documents, and documents relating to any other agreement that does not restrict in any manner Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Junior Secured Indebtedness and Other Secured Indebtedness (directly or indirectly) so long as such documents permit Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations); (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted hereunder and (56) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Applicable Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a Subsidiary, or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was 290 1125931.03I-XXXXX000000000.05E-CHISR01A - MSW Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person so acquired; and provided that no such person becoming shall be a Borrowing Base Guarantor, and no properties of any such person shall be included in the Borrowing Base, to the extent such prohibition or limitation is applicable to the Liens under the Security Documents or requires the grant or creation of a Lien on any of the Revolving Credit Priority Collateral, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (eg) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (4) (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, or (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, unless, in the case of clauses (i) and (ii) a First Priority (subject to the terms of the Intercreditor Agreement) Lien over such Equity Interests has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents, the Second Lien Credit Agreement and the Second Lien Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) customary contract anti-assignment provisions, or (f) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will Shall not, and will shall not permit any of the Restricted Subsidiaries to other Loan Party to, enter into any agreement, instrument, deed or lease which prohibits or limits the ability of the Borrower or any other Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement Agreement, the other Loan Documents, the Revolving Loan Documents and the other First Lien Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiaryother Loan Party, (d) restricts sublicensing or assignment of any license governing an interest licensed to the Borrower or such other Loan Party, (e) exists in any agreement in effect at the time such Subsidiary other Loan Party becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary or (ef) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of Holdings or any Loan Party Subsidiary to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 7.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements requirements of Lawany Governmental Authority, including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statues or case law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4c) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (d) covenants existing in the documents governing the 2014 Notes, the 2016 Notes, the 2025 Debentures or any Permitted Refinancing Indebtedness in respect thereof, (e) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business; (f) customary re- strictions set forth in any agreement relating to Indebtedness permitted to be incurred pursuant to the first sentence of Section 7.02 and clauses (d) and (5s) of Section 7.02 (including Permitted Additional First Lien Debt) that are not materially more restrictive than the terms hereof, (g) restrictions on cash and other deposits or net worth imposed by customers under contracts in the ordinary course of business, and (h) any prohibition or limitation that (ai) exists pursuant to applicable Requirements of Law, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (ciii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings the Borrower or a Restricted Subsidiary, (div) exists in any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Holdingsthe Borrower, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary Restricted Subsidiary, (v) any restriction relating to the transfer of Equity Interests set forth in any joint venture, stockholders agreement or similar arrangement, (vi) is in an agreement in effect on the Original Closing Date listed on Schedule 7.15 to the Existing Credit Agreement or (evii) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3b), (c), (d), (h)(iv) or (5)(dh)(v); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancingrefinancing (as determined by the Borrower in good faith).

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations[intentionally omitted]; and (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted hereunder and (6) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a SubsidiarySubsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (eg) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, or (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, unless, in the case of clauses (i) and (ii) a First Priority (subject to the terms of the Intercreditor Agreement) Lien over such Equity Interests has been granted in favor of the Collateral Agent to secure the Secured Obligations. Section 6.20

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, Note Documents as in effect on February 12, 2004 and the Closing DateNew Senior Subordinated Note Documents as in effect on August 27, 2004; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; (5) Liens created pursuant to Section 6.02(r); and (56) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings U.S. Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsU.S. Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their its respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4c) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5d) any prohibition or limitation that (ai) exists pursuant to applicable Requirements of Lawlaw, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (ciii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (div) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary Subsidiary, (v) exists in any agreement evidencing Indebtedness incurred pursuant to Section 6.01(e) or (em), (vi) consists of restrictions on transfer of any Mining Lease or other Lease set forth in such Mining Lease or other Lease, or (vii) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations agreements referred to in clause (3) or (5)(dd)(iv); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding the foregoing, no prohibition or limitation on assignment in any agreement to which such Company is a party shall be prohibited by this Section 6.19 if such prohibition or limitation is imposed by any Requirement of Law or management of Borrower reasonably determines in good faith that eliminating such prohibition or limitation would (i) have a material adverse effect on such agreement or on such Company's relationship with the party or parties to such agreement, (ii) require the payment of any money or the making by such Company of any material concession under such agreement in exchange for not including such prohibition or limitation, or (iii) otherwise materially and adversely effect such Company; provided that, notwithstanding the foregoing or any other provision in the Loan Documents, (i) on or prior to the Post Closing Action Completion Date, no Company shall renew or replace any Lease, contract or other agreement that is not a Subsidiary Change of Control Agreement with a Lease, contract or other agreement that is a Subsidiary Change of Control Agreement, (ii) after the Post Closing Action Completion Date, no Company shall enter into any Subsidiary Change of Control Agreement unless, after giving effect thereto, the aggregate amount (in tons) of Coal reserves included in the Collateral is at least equal to the Minimum Secured Reserves and (iii) at any time, (x) no Company that is not a Land Company shall enter into a Subsidiary Change of Control Agreement and (y) no Company other than Holdings shall enter into a Borrower Change of Control Agreement (and by making Holdings the party thereto the provisions contained therein that make such agreement a "Borrower Change of Control Agreement" must no longer apply to Borrower) unless consented to in writing by each of the Lenders.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1i) this Agreement and the other Loan Documents; (2ii) covenants in documents creating Liens permitted not prohibited by Section 6.02 5.02(a) prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4iii) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness Debt or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5iv) any prohibition or limitation that (a) exists pursuant to applicable Requirements requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 5.02(e) pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease or sublease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of or the contracts, instruments or obligations referred to in clause (3iii) or (5)(div)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing; (v) the indentures and agreements related to the Existing Notes; (vi) all Transaction Documents; (vii) restrictions on assignment contained in any contract entered into by any Company; and (viii) limitations imposed in connection with a Permitted Disposition Transaction, so long as such limitations do not extend beyond the asset subject to the Disposition and any Investments received as consideration for such Disposition.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (c) restricts subletting subletting, pledging or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings the Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsthe Borrower, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4c) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (d) covenants existing in the documents governing the 2014 Notes, the 2016 Notes, the 2025 Debentures or any Permitted Refinancing Indebtedness in respect thereof, (e) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business; (f) customary restrictions set forth in any agreement relating to Indebtedness permitted to be incurred pursuant to the first sentence of Section 7.02 and clauses (d) and (5s) of Section 7.02 (including Permitted Additional First Lien Debt) that are not materially more restrictive than the terms hereof, (g) restrictions on cash and other deposits or net worth imposed by customers under contracts in the ordinary course of business, and (h) any prohibition or limitation that (ai) exists pursuant to applicable Requirements of Law, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (ciii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings the Borrower or a Restricted Subsidiary, (div) exists in any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Holdingsthe Borrower, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary Restricted Subsidiary, (v) any restriction relating to the transfer of Equity Interests set forth in any joint venture, stockholders agreement or similar arrangement, (vi) is in an agreement in effect on the date hereof listed on Schedule 7.15 or (evii) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3b), (c), (d), (h)(iv) or (5)(dh)(v); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancingrefinancing (as determined by the Borrower in good faith).

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings The Loan Parties will not, and will not permit any of the their Restricted Subsidiaries to to, enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party or Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of their respective properties its Properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security Lien for an obligation if security a Lien is granted for another obligation, except the following: (1a) this Agreement and Agreement, the other Loan Documents, the ABL Revolving Facility and the Senior Lien Loan Documents related thereto, and the Senior Subordinated Notes Indenture; (2b) covenants in documents creating Liens permitted by Section 6.02 4.12 prohibiting further Liens on the properties Properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5c) any prohibition or limitation that (ai) exists pursuant to applicable Requirements of LawLegal Requirements, or (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.04 Property pending the consummation of such salesale or other disposition; provided that (1) such restrictions apply only to such Property and (2) such sale or other disposition is permitted hereunder, or (ciii) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiaryany of the Loan Parties, (d) exists any encumbrance or restriction in any agreement in effect at the time such Subsidiary becomes a Subsidiary connection with an acquisition of Holdingsproperty, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition, (e) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in contemplation the ordinary course of such person becoming a Subsidiary or business (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings restrictions are no more materially restrictive (as determined in good faith limited to the property or assets secured by such Liens or the Canadian Borrower) with respect property or assets subject to such prohibitions leases, licenses or similar agreements, as the case may be), (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, stock sale agreements and limitations than those prior other similar agreements, in each case to such amendment the extent permitted under this Agreement, and (g) restrictions applicable only to Foreign Subsidiaries contained in any one or refinancingmore agreements governing Indebtedness permitted under Section 4.9(b)(xii) and (xv) entered into after the Closing Date.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, Note Documents as in effect on the Original Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of Borrower or any Loan Party Subsidiary to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 7.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements requirements of Lawany Governmental Authority, including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statues or case law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrumentment, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (34) or (5)(dd); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party or any Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and Agreement, the other Loan Documents, the ABL Credit Agreement Documents and the documents governing any Indebtedness incurred pursuant to Sections 7.03(c), (d), (e), (f), (h), (j), (k), (r), and (s); (2) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; and (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (c) restricts sublicensing, the granting of a Lien or subletting or assignment of leasehold interests contained in any contract, license or lease governing of a leasehold interest of Holdings Loan Party or a SubsidiarySubsidiary thereof, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsa Loan Party, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary of a Loan Party or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause subsection (3) or (5)(d3)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (4) any prohibition or limitation (on then market terms) imposed by any agreement relating to the Convertible Notes or the Replacement Note Indebtedness; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings the Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsthe Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will Shall not, and will shall not permit any of the Restricted Subsidiaries to other Loan Party to, enter into any agreement, instrument, deed or lease which prohibits or limits the ability of the Borrower or any other Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement Agreement, the other Loan Documents, the Revolving Loan Documents and the other Second Lien Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiaryother Loan Party, (d) restricts sublicensing or assignment of any license governing an interest licensed to the Borrower or such other Loan Party, (e) exists in any agreement in effect at the time such Subsidiary other Loan Party becomes a Subsidiary Subsidi- ary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary or (ef) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d4)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party Borrower to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to Senior Secured Note Indenture, the Existing Senior Notes and the Existing Senior Subordinated NotesNote Indenture, each as in effect on the Closing Date, and documents governing any Parity Lien Obligations so long as such provisions are not less favorable to the Lenders than those in the Senior Secured Note Indenture; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party Borrower to secure the Secured Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease Lease governing a leasehold interest of Holdings a Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsa Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments amendments, restatements, extensions, replacements or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments amendments, restatements, extensions, replacements and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment amendment, restatement, extension, replacement or refinancingrefinancing or (6) in the case of any joint venture which is not a Borrower, such Person’s organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or assets held in the subject joint venture or other entity.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party or any Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenuesrevenues constituting or required to constitute Collateral under the Loan Documents, whether now owned or hereafter acquired, or which requires the grant of any security in such property or revenues for an obligation if security is granted for another obligation, except the following: (1) this Agreement and Agreement, the other Loan Documents, the ABL Credit Agreement Documents and the documents governing any Indebtedness incurred pursuant to Sections 7.03(c), (d), (e), (f), (h), (j), (r), and (s); (2) covenants in documents creating Liens permitted by Section 6.02 7.01 prohibiting further Liens on the properties encumbered thereby; and (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 7.05 pending the consummation of such sale, (c) restricts sublicensing, the granting of a Lien or subletting or assignment of leasehold interests contained in any contract, license or lease governing of a leasehold interest of Holdings Loan Party or a SubsidiarySubsidiary thereof, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsa Loan Party, so long as such agreement was not entered into in contemplation of such person Person becoming a Subsidiary of a Loan Party or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause subsection (3) or (5)(d3)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, First Lien Loan Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no not materially more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist or become effective any of the Restricted Subsidiaries to enter into any agreement, instrument, deed or lease which agreement that prohibits or limits the ability of any a Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, or which requires to secure the grant Obligations other than (i) agreements existing as of any security for an obligation if security is granted for another obligationthe Closing Date, except the following: (1ii) as permitted by Section 6.11 and (iii) (a) this Agreement and the other Loan Documents; Financing Agreements and any Indebtedness permitted under Section 6.01(f), (2b) covenants in documents creating any agreements governing any Liens permitted by Section 6.02 prohibiting further Liens on hereunder (in each such case, any prohibition or limitation shall only be effective against the properties encumbered thereby; property financed thereby or subject to such Lien and proceeds thereof), (3c) the documentation customary nonassignment provisions contained in leases, licenses and similar agreements, joint venture arrangements and other contracts (in each case other than those with respect to Real Property) and so long as such restrictions are limited to such leases, licenses and similar agreements, joint venture arrangements or other contracts, or, in the Existing Senior Notes case of leases, licenses and similar agreements, the Existing Senior Subordinated Notesproperty subject thereto), (d) any agreements governing any Excluded Property (in which case any prohibition or limitation shall only be effective against such Excluded Property applicable thereto and proceeds thereof), (e) as required by applicable Law, including any Gaming Law, (f) restrictions on the transfer of any property subject to a contract with respect to an Asset Sale or other transfer, conveyance or disposition permitted under this Agreement, (g) agreements in effect existence with respect to a Restricted Subsidiary at the time it is so designated or at the time such Person becomes a Restricted Subsidiary, provided, however, that such agreements are not entered into in anticipation or contemplation of such designation or of such Person becoming a Restricted Subsidiary, (h) restrictions on deposits made in connection with license applications or to secure letters of credit or surety or other bonds issued in connection therewith or deposits made in the ordinary course of business with respect to insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto), (i) the subordination provisions of any Indebtedness owed to Borrower or any of its Restricted Subsidiaries and (j) any agreements, encumbrances or restrictions existing on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (54) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease Lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Lawlaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary Subsidiary, (e) exists in any agreement governing Indebtedness permitted by Sections 6.01(f), (k), (q) and (t); provided that such prohibition or limitation is not more restrictive in any material respect than those contained in the Loan Documents, or (ef) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5)(e) or (5)(d5)(f); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations[intentionally omitted]; and (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted hereunder and (6) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a SubsidiarySubsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which 1160381.015-CHISR02A - MSW prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (eg) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, or (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, unless, in the case of clauses (i) and (ii) a First Priority (subject to the terms of the Intercreditor Agreement) Lien over such Equity Interests has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Holdings will not, and will not permit Enter into or suffer to exist any of the Restricted Subsidiaries to enter into any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any security for an obligation if security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesRevolving Credit Loan Documents, as in effect on the Closing Date; (4) any other agreement that does not restrict Standard Factoring Undertakings and Standard Securitization Undertakings in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; connection with transactions otherwise permitted hereunder and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings a Loan Party or a SubsidiarySubsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was Investment (but not entered into created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming so acquired, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which (x) limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary to encumber its ownership interest therein or (ey) in the case of the Xxxxx Joint Venture Arrangement, limits the ability of Novelis Corporation or Xxxxx to encumber the Xxxxx Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the Xxxxx Location for use or processing by Xxxxx in accordance with the terms of the Xxxxx Joint Venture Arrangement; (g) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) or (5)(d6)(e); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing; (h) consists of customary covenants in agreements entered into in the ordinary course of business restricting the pledge of such agreement, solely to the extent such negative pledge provision is not enforceable under Sections 9-406, 9-407, 9-408 or 1234400.03-CHISR02A - MSW 9-409 of the UCC or similar applicable requirements of Applicable Lawapplicable law; or (i) consists of customary covenants or restrictions in any Joint Development Agreement restricting the pledge of any Intellectual Property developed under such Joint Development Agreement; provided that (x) each Loan Party shall use commercially reasonable efforts to negotiate any Joint Development Agreement entered into by it after the Amendment No. 7 Effective Date in a manner that avoids any such covenants or restrictions, (y) the Intellectual Property subject to any such covenants or restrictions shall not at any time, taken as a whole, constitute a material portion of the Intellectual Property owned or licensed by the Companies, taken as a whole, and (z) such Joint Development Agreement shall not prohibit or restrict the ability of any Agent to use the applicable Company’s rights in the Intellectual Property subject to such Joint Development Agreement during the continuance of an Event of Default, for purposes of enabling any Agent to exercise rights and remedies under the Loan Documents, including in accordance with Section 6.1 of the U.S. Security Agreement dated as of January 13, 2017 (as if such Section applies to the Intellectual Property subject to such Joint Development Agreement mutatis mutandis). Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, except, in the case of clauses (i) and (ii), to the extent not prohibited under the Revolving Credit Loan Documents and the Secured Term Loan Documents or (iii) the assets of Novelis Corporation located at the Xxxxx Plant that constitute Excluded Property (other than any Lien in favor of Xxxxx or Tri-Arrows (or any successor of Tri-Arrows as Joint Venture partner in Xxxxx) pursuant to the Xxxxx Joint Venture Arrangement) unless a Lien (subject to the Intercreditor Agreement) has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Holdings will not, and will not permit any of the Restricted Subsidiaries to enter Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan DocumentsDocuments (including with respect to the Canadian Obligations); (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated NotesNote Documents, as in effect on the Closing Date; (4) the Permitted Leasehold Facility; (5) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (56) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Holdings the Borrowers or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdingsthe Borrowers, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (3), (4) or (5)(d6)(d); provided that such amendments and refinancings are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such prohibitions and limitations than those prior to such amendment or refinancing.