Common use of No Further Negative Pledges Clause in Contracts

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly or indirectly, The Credit Parties will not enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assetstheir properties or assets to secure the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given to secure any the Credit Party Obligations; provided that the foregoing shall not apply to , except (a) restrictions pursuant to this Agreement and conditions imposed by law the other Credit Documents or by any Credit Documentapplicable law, (b) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions existing on apply only to the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any property or assets securing such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereofIndebtedness, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the case of asset or assets subject to such Permitted Lien, (id) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument agreements relating to Indebtedness the sale of Equity Interests or assets of any Subsidiary pending such Personsale, provided in each case that such restrictions and conditions apply only to the Subsidiary to be sold and such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved]sale is permitted hereunder, (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other contracts restricting the assignment thereof, (f) customary provisions in joint venture agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on upon the assets leased of such joint venture, and (g) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (h) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or licensed thereunderany of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (i) customary restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in business with respect of to Intellectual Property contained that limit the ability to grant a security interest in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.

No Further Negative Pledges. Neither The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries or the Borrower nor any Subsidiary will, directly or indirectlyTRS Guarantor to, enter into, incur or permit to exist into any agreement or Contractual Obligation (other arrangement than this Agreement and the other Credit Documents) that prohibits, restricts or imposes any condition upon limits the ability of the Borrower any Credit Party or any such Restricted Subsidiary to create, incur incur, assume or permit suffer to exist any Lien upon any Liens on property of its assetssuch Person; provided, whether now owned or hereafter acquiredhowever, to secure any Obligations; provided that the foregoing this Section 8.3 shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of prohibit (i) any Subsidiary that is not a wholly-owned Subsidiary negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the Equity Interests in any Person that is not a Subsidiaryasset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness the disposition of any property or assets permitted under Section 8.10 pending the consummation of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicabledisposition, (div) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements, agreements with respect to Assets Under Development and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under similar agreements entered into in the ordinary course of business, (jv) any negative pledge provided in favor of any lender to an Unrestricted Subsidiary so long as such restriction only applies to the Equity Interests of an Unrestricted Subsidiary owned by a Credit Party or Restricted Subsidiary as provided in Section 8.2(u), (vi) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition or other Investment, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition or Investment and does not apply to the Borrower or any Restricted Subsidiary, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition or Investment and (vii) customary contractual restrictions in respect a lease (including Ground Leases) relating to the granting of Intellectual Property contained in licenses a Lien on the applicable leasehold interest or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensleased property.

No Further Negative Pledges. Neither the Borrower No Loan Party nor any Subsidiary willof its Restricted Subsidiaries shall enter into any agreement, directly instrument, deed or indirectly, enter into, incur lease which prohibits or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon limits the ability of the Borrower or any Subsidiary Loan Party to create, incur incur, assume or permit suffer to exist any Lien upon any of its assetstheir respective properties or revenues, whether now owned or hereafter acquired, to secure any the Obligations; provided that , except the foregoing shall not apply to following: (a) restrictions and conditions imposed by law covenants with respect to specific property encumbered to secure payment of particular Indebtedness or by any Credit Document, to be sold pursuant to an executed agreement with respect to an Asset Sale permitted under Section 6.08 pending the consummation of such sale; (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result by reason of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (c) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing by such Indebtedness; (d) restrictions identified on Schedule 6.03 (and, to the extent permitted hereunder, any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition); (e) this Agreement, the other Loan Documents, the Term Loan Agreement and its related Loan Documents (as defined therein), the New Notes Documents and the Senior Unsecured 2022 Notes Documents and restrictions imposed by Requirements by Law; (f) restrictions arising in any Swap Agreement and/or any agreement relating to any Cash Management Obligation; (g) customary provisions in partnership agreements, limited liability company organizational governance documents, sale leaseback agreements, joint venture agreements and other similar agreements, in each case, entered into in the ordinary course of business; (h) restrictions on cash (or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions on cash or deposits constituting Permitted Liens; (i) customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as Holdings has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of Holdings and its Subsidiaries to meet their ongoing obligations; and (j) customary restrictions any security interest or right of set-off in respect favor of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, Dutch banks arising from their general banking conditions (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensalgemene bankvoorwaarden).

No Further Negative Pledges. Neither Except prohibitions or restrictions (a) contained within this Credit Agreement or the Borrower nor other Credit Documents, (b) other than with respect to the matters contained in clause (ii)(A) below, contained within the definitive documentation for any Subsidiary willPermitted Pari Passu Indebtedness or any Permitted Junior Indebtedness, directly (c) other than with respect to the matters contained in clause (ii)(A) below, against other encumbrances on specific Property encumbered to secure payment of particular Indebtedness (which Indebtedness relates solely to such specific Property, and improvements and accretions thereto, and is otherwise permitted hereby), and (d) other than with respect to the matters contained in clause (ii)(A) below, included in the terms of any Indebtedness permitted by Section 8.1(g) hereof with respect to prohibiting or indirectlyrestricting the creation or assumption of any Lien upon the properties or assets acquired with such Indebtedness, none of the Credit Parties or their Subsidiaries will enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting (i) the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that or requiring the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing grant of any Indebtedness containing security for such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that obligation if security is not a wholly-owned Subsidiary given for some other obligation or (ii) the Equity Interests in ability of any Person that is not Subsidiary of Holdings to (A) act as a SubsidiaryCredit Party, restrictions and conditions imposed by the Organizational Documents (B) make Restricted Payments, loans or advances, or transfers of such Subsidiary property or such other Person assets to Holdings or contained in any related joint ventureof its Subsidiaries, shareholders’ or similar agreement or, in the case of clause (ii), in C) pay any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only Holdings or any of its Subsidiaries or (D) make loans or advances to such Subsidiary and to Holdings or any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensits Subsidiaries.

No Further Negative Pledges. Neither the Borrower nor The Credit Parties will not, and will not permit any Subsidiary willto, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts restrict or imposes any condition upon the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law law, or by any rule, regulation or order of any Governmental Authority, or by any Credit Document, (b) restrictions and conditions existing on the Closing Date date hereof identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof 6.3 (including but shall apply to any such extension or renewal arising as a result of an extensionof, renewal or refinancing of any Indebtedness containing amendment or modification expanding the scope of, any such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a whollyWholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Owned Subsidiary, restrictions and conditions imposed by the its Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ stockholder or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, agreement; provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicableSubsidiary, (d) [reserved]restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.1(a)(vi) or 6.1(a)(vii) if such restrictions or conditions apply only to the assets securing such Indebtedness, (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and or conditions imposed by customary provisions in leases, licenses leases and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunderthereof, (if) restrictions on cash or other deposits or net worth covenants imposed by customers, suppliers or landlords with customers under agreements contracts entered into in the ordinary course of business, (jg) customary restrictions under Contractual Obligations that are binding on a Person that becomes a Subsidiary after the date hereof to the extent such restrictions are in respect of Intellectual Property contained effect at the time such Person becomes a Subsidiary and are not created in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved]contemplation thereof, and (mi) restrictions constituting Permitted Liensunder Contractual Obligations in connection with any disposition permitted by Section 6.8 to the extent such restrictions apply only to the assets to be disposed of.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Term Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) [reserved]restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted LiensLiens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

No Further Negative Pledges. Neither Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness, (b) customary prohibitions, restrictions and conditions contained in agreements relating to any permitted Disposition or Asset Sale pending such Disposition or Asset Sale; provided such prohibitions, restrictions and conditions apply only to the Borrower assets or Subsidiary that is to be the subject of such Disposition or Asset Sale, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses and similar agreements entered into in the ordinary course of business (provided that, such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) customary net worth provisions or similar financial maintenance provisions contained in leases, subleases, licenses, sublicenses and other contracted entered into in the ordinary course of business, (e) restrictions applicable to a Subsidiary at the time the Subsidiary first becomes a Subsidiary of Borrower, so long as such restrictions were not entered into in contemplation of such Person becoming a Subsidiary of Borrower, (f) customary provisions in joint venture agreements applicable to Permitted Joint Ventures so long as they are (i) applicable solely to such Permitted Joint Venture, (ii) entered into in the ordinary course of business or (iii) were not entered into or agreed for purposes of avoiding any of the restrictions in this Agreement or the other Credit Documents, (g) encumbrances or restrictions existing under or by reason of any Requirement of Law, and (h) the Credit Documents, no Credit Party nor any Subsidiary will, directly or indirectly, of its Subsidiaries shall enter into, incur or permit to exist into any agreement that conditions or other arrangement that prohibits, restricts the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law Obligations or by any Credit Document, (b) restrictions and conditions existing on requires the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result consent of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, other Persons in each case, that connection with the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensforegoing.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly Directly or indirectly, enter into, incur or permit to exist any agreement or Contractual Obligation (other arrangement than any Loan Document) that prohibits, restricts or imposes any condition upon the ability of (a) the Borrower or any Subsidiary other Loan Party to create, incur or permit to exist any Lien upon any of its assetsproperty or assets (including the Capital Stock owned by the Borrower or such Loan Party), whether now owned or hereafter acquired, (b) any Loan Party to secure make Restricted Payments to the Borrower or any Obligationsother Loan Party or to make or repay loans or advances to the Borrower or any other Loan Party or to guarantee Indebtedness of the Borrower or any other Loan Party or (c) the Borrower or any Subsidiary to otherwise transfer (including by way of a pledge) property to the Borrower or a Loan Party; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law Requirements of Law or by any Credit Documentthis Agreement, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is foregoing shall not a Subsidiary, apply to customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument agreements relating to Indebtedness the sale of a Subsidiary pending such Personsale, provided in each case that such restrictions and conditions apply only to the Subsidiary that is to be sold and such Subsidiary and sale is permitted hereunder (including, if applicable, in accordance with Section 8.15), (iii) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Equity Interests in such Subsidiary Qualified Asset or to the Equity Interests in such other Person, as applicableCapital Stock of any Guarantor), (div) [reserved]the foregoing shall not apply to restrictions that are binding on an Other Guarantor at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ev) [reserved], (f) [reserved], (g) [reserved], (h) the foregoing shall not apply to restrictions and or conditions imposed by customary provisions in leases, licenses joint venture agreements and other similar agreements restricting the assignment thereof or, in the case of any lease or license, permitting applicable to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (jvi) the foregoing shall not apply to restrictions or conditions that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets subject thereto, (vii) clause (a) of the foregoing shall not apply to customary restrictions or conditions restricting assignment of any agreement entered into in respect the ordinary course of business, (viii) the foregoing shall not apply to provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses of, or other grants by the Borrower and its Subsidiaries of rights to use or exploit, such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (k) [reserved], (l) [reserved]in which case such restriction shall relate only to such Intellectual Property), and (mix) the foregoing shall not apply to restrictions constituting Permitted Lienson cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary No Loan Party will, directly or indirectlynor will it permit any of its Restricted Subsidiaries to, enter into, incur or permit to exist into any agreement prohibiting the creation or other arrangement that prohibits, restricts or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquiredacquired other than (i) the Loan Documents, (ii) any documentation governing any Indebtedness permitted pursuant to secure Sections 7.1(p), (q) and (r) and any ObligationsPermitted Refinancing Indebtedness in respect thereof; provided that with respect to any such Indebtedness referenced in this clause (ii), such restrictions shall be no more restrictive in any material respect than the foregoing shall not apply to (a) restrictions and conditions imposed by law or by in the Loan Documents. (iii) any Credit Documentagreement evidencing Permitted Subordinated Indebtedness so long as the terms thereof are no more restrictive on any of the Group Members than those set forth in the Loan Documents, (biv) restrictions and conditions existing on the Closing Date identified date hereof and described in reasonable detail on Schedule 6.3, and amendments, modifications, extensions and renewals thereof 7.2 annexed hereto (including but this exception shall not apply to any such extension or renewal arising as a result renewal, or any amendment or modification of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, condition that has the effect of expanding the scope of any such restriction or condition shall not have been expanded as a result thereof, condition); (cv) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument agreements relating to Indebtedness the sale, lease, transfer or other disposition of a Restricted Subsidiary of Borrower or any Asset Sales pending such Personsale, lease, transfer or other disposition; provided in each case that such restrictions and conditions apply only to the Restricted Subsidiary or assets that are to be sold, leased, transferred or disposed of and such Subsidiary sale, lease, transfer or other disposition is permitted hereunder, (vi) customary anti-assignment and anti-licensing provisions in contracts or licenses restricting the assignment or licensing thereof, (vii) any agreements governing any leasehold interest (including any Rights of Way, allocation agreements and other similar such interests in real estate) or building entry agreements that limit the ability to grant a security interest in such leasehold interest or building entry agreements, (viii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Equity Interests Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (ix) pursuant to any agreement in effect at the time any Person becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or of Borrower, (x) imposed by the laws, regulations and orders of any Governmental Authority, (xi) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the Equity Interests in extent such other Person, as applicablerestriction applies only to the property securing by such Indebtedness, (dxii) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.1 that is incurred or assumed by Excluded Subsidiaries to the extent such restrictions 123 or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents, (xiii) restrictions on cash (or Cash Equivalents) or other deposits imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, entered into in the case ordinary course of any lease business (or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) other restrictions on cash or deposits or net worth covenants imposed constituting Permitted Encumbrances), (xiv) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by customers, suppliers or landlords under agreements Section 7.3 and applicable solely to such joint venture and entered into in the ordinary course of business, and (jxv) customary restrictions in respect of Intellectual Property net worth provisions contained in licenses or sublicenses ofreal property leases entered into by Subsidiaries, or other grants so long as Holdings has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of rights Holdings and its Restricted Subsidiaries to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensmeet their ongoing obligations.

No Further Negative Pledges. Neither the Borrower Company nor any Subsidiary will, directly or indirectly, Guarantor shall enter into, incur or permit to exist into any agreement prohibiting the creation or other arrangement that prohibits, restricts or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assetsproperties or assets as security for the Obligations, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of other than (i) (A) any Subsidiary agreement evidencing Indebtedness secured by Liens permitted by Section 8.02(a)(ii) or 8.02(a)(v) (but, with respect to Liens securing refinancings or renewals of Indebtedness secured by Liens described in Section 8.02(a)(vii), limited to Liens of the type or nature permitted by Section 8.02(a)(ii), without giving effect to the limitations on the amount of Indebtedness secured by such Liens in Section 8.02(a)(ii)), (B) any agreement evidencing Indebtedness permitted by Section 8.01(f) that is not secured by Liens permitted by Section 8.02(a)(vii) which are of a wholly-owned Subsidiary type or nature described in Section 8.02(a)(ii), without giving effect to the limitations on the amount of Indebtedness secured by such Liens in Section 8.02(a)(ii) or (C) Permitted Encumbrances referred to in clauses (iii), (xv), (xvi), (xviii) or (xix) of the definition thereof, provided that any such prohibition contained therein relates only to the asset or assets subject to such Liens; (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Personevidencing an asset sale, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or as to the Equity Interests assets being sold; (iii) provisions restricting Liens on assets of and interests in such other Person, as applicable, Joint Ventures; (div) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the contracts containing customary non-assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) negative pledge restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business; and (v) agreements binding on property or Persons acquired in a Permitted Acquisition (or Investment permitted hereunder), not entered into in contemplation of such Permitted Acquisition (jor Investment permitted hereunder) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses ofand not applicable to any Person other than the Person acquired, or to any property other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensthan the property so acquired.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly or indirectly, of its Subsidiaries shall enter into, incur or permit to exist into any agreement prohibiting the creation or other arrangement that prohibits, restricts or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, other than (i) any agreement evidencing Indebtedness secured by Liens permitted by this Agreement, as to secure the assets securing such Indebtedness, (ii) any Obligations; provided that agreement evidencing an asset Transfer as to the foregoing shall not apply to assets being Transferred, (aiii) restrictions and conditions imposed by law arising under this Agreement and the other Loan Documents or by any Credit Documentthe Mosaic Indentures and the notes issued thereunder, (biv) customary provisions in licenses, governmental permits, leases and other contracts restricting the assignment thereof, (v) customary provisions in joint venture agreements relating solely to the respective joint venture or the Securities therein, (vi) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ agreements existing at the time of (and not created in contemplation of) the acquisition of any Person or similar agreement or, in the case assets (including agreements governing Indebtedness permitted pursuant to clauses (v) or (vii) of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, subsection 7.1) provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary the Person or to the Equity Interests in such other Person, as applicableassets so acquired, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (hvii) restrictions and conditions imposed by customary provisions any Government Authority and (viii) restrictions under an agreement governing Indebtedness of a Foreign Subsidiary incurred in leasescompliance with subsection 7.1 if such restriction applies only to assets of such Foreign Subsidiary or any Subsidiary thereof; provided, licenses that the foregoing shall not apply to any such restrictions or conditions imposed by the terms of any Indebtedness of the Borrower or any of its Subsidiaries for borrowed money that the Borrower incurs after the Closing Date in compliance with this Agreement if such restrictions or conditions are no less favorable to the Borrower and other agreements restricting the assignment thereof or, Lenders than those contained in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted LiensMosaic Indentures.

No Further Negative Pledges. Neither Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in the Borrower Credit Documents and the First Lien Credit Agreement or any related documents, (c) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements, sales and procurement contracts and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, joint venture agreements or similar agreements, as the case may be) or in connection with sale and lease-back transactions permitted under Section 6.10, (d) restrictions and conditions imposed by law, (e) restrictions in Contractual Obligations identified on Schedule 6.3, (f) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement secured by Liens permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or the property or assets intended to secure such Indebtedness, (g) Contractual Obligations binding on a Subsidiary acquired by any Credit Party in a Permitted Acquisition at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary, (h) restrictions on cash deposits imposed by vendors under contracts entered into in the ordinary course of business, (i) restrictions on cash deposits made by customers in the ordinary course of business that are subject to return to such customers and (j) any restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Contractual Obligations or Indebtedness referred to in clauses (a) through (i) above; provided that, such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, no Credit Party nor any Subsidiary will, directly or indirectly, of its Subsidiaries shall enter into, incur or permit to exist into any agreement prohibiting the creation or other arrangement that prohibits, restricts or imposes assumption of any condition upon the ability Lien in favor of the Borrower or any Subsidiary to create, incur or permit to exist any Lien Lenders upon any of its properties or assets, whether now owned or hereafter acquired, to secure any the Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.

No Further Negative Pledges. Neither the Borrower The Credit Parties will not, nor will they permit any Domestic Subsidiary will, directly or indirectlyto, enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien (including the requirement for an equal and ratable Lien) upon any of its their properties or assets, whether now owned or hereafter acquired, except (a) pursuant to secure this Credit Agreement and the other Credit Documents (b) pursuant to any Obligationsdocument or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction contained therein relates only to the asset or condition shall not have been expanded as a result thereofassets constructed or acquired in connection therewith, (c) in so long as the case of Liens granted pursuant to the Security Documents are not prohibited thereby, (i) any Subsidiary that is not a whollycustomary anti-owned Subsidiary or (ii) assignment provisions contained in leases and licensing agreements entered into in the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents ordinary course of such Subsidiary or such other Person business or contained in any related joint venturecontract not a Material Contract, shareholders’ or similar agreement or, in the case of clause (ii)) restrictions imposed by law, (iii) customary restrictions contained in any agreement or instrument agreements relating to Indebtedness the sale of a Subsidiary of the Borrower (or all or substantially all of the assets thereof) pending such Personsale, provided in each case that so long as such restrictions and conditions apply only to such Subsidiary and such sale is permitted hereunder, (iv) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions apply only to the property or assets securing such Indebtedness, (v) agreements with respect to Foreign Subsidiaries so long as any liability thereunder is non-recourse to any Equity Interests in such Subsidiary or Credit Party, (vi) agreements with respect to joint ventures so long as any liability thereunder is non-recourse to the Equity Interests Credit Parties except to the extent of such Person's ownership interest in such other Personthe joint venture, as applicable(vii) pursuant to the Senior Note Purchase Documents, and (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the assignment thereof or, in the case of any lease asset or license, permitting assets subject to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted LiensLien.

No Further Negative Pledges. Neither Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in the Borrower Credit Documents and the Second Lien Credit Agreement or any related documents, (c) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements, sales and procurement contracts and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, joint venture agreements or similar agreements, as the case may be) or in connection with sale and lease-back transactions permitted under Section 6.10, (d) restrictions and conditions imposed by law, (e) restrictions in Contractual Obligations identified on Schedule 6.3, (f) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement secured by Liens permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or the property or assets intended to secure such Indebtedness, (g) Contractual Obligations binding on a Subsidiary acquired by any Credit Party in a Permitted Acquisition at the time such Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Subsidiary, (h) restrictions on cash deposits imposed by vendors under contracts entered into in the ordinary course of business, (i) restrictions on cash deposits made by customers in the ordinary course of business that are subject to return to such customers and (j) any restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Contractual Obligations or Indebtedness referred to in clauses (a) through (i) above; provided that, such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, no Credit Party nor any Subsidiary will, directly or indirectly, of its Subsidiaries shall enter into, incur or permit to exist into any agreement prohibiting the creation or other arrangement that prohibits, restricts or imposes assumption of any condition upon the ability Lien in favor of the Borrower or any Subsidiary to create, incur or permit to exist any Lien Lenders upon any of its properties or assets, whether now owned or hereafter acquired, to secure any the Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.

No Further Negative Pledges. Neither None of Holdings, the Borrower nor or any other Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of Holdings, the Borrower or any other Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided provided, in each case case, that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e), 6.1(s) or 6.1(w) or governing Liens permitted by Section 6.2(k), 6.2(n) or 6.2(u) or by clause (c), (d), (m), (t) or (u) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Revolving Indebtedness Document as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) [reserved]restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(j), 6.1(k), 6.1(l), 6.1(u), 6.1(v) or 6.1(w) to the extent, in the good faith judgment of the Borrower, such restrictions and (m) conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions constituting Permitted Liensand conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly Directly or indirectly, enter into, incur or permit to exist any agreement Contractual Obligation (other than any Loan Document or other arrangement any Permitted Pari Passu Provision) that prohibits, restricts or imposes any condition upon the ability of (a) the Borrower or any Subsidiary other Loan Party to create, incur or permit to exist any Lien upon any of its assetsproperty or assets (including the Capital Stock owned by the Borrower or such Loan Party), whether now owned or hereafter acquired, (b) any Loan Party to secure make Restricted Payments to the Borrower or any Obligationsother Loan Party or to make or repay loans or advances to the Borrower or any other Loan Party or to guarantee Indebtedness of the Borrower or any other Loan Party or (c) the Borrower or any Subsidiary to otherwise transfer (including by way of a pledge) property to the Borrower or a Loan Party; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit DocumentRequirements of Law, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is foregoing shall not a Subsidiary, apply to customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument agreements relating to Indebtedness the sale of a Subsidiary pending such Personsale, provided in each case that such restrictions and conditions apply only to the Subsidiary that is to be sold and such Subsidiary and sale is permitted hereunder (including, if applicable, in accordance with Section 8.15), (iii) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Equity Interests in such Subsidiary Qualified Asset or to the Equity Interests in such other Person, as applicableCapital Stock of any Guarantor or any Qualified Asset Owner), (div) [reserved]the foregoing shall not apply to restrictions that are binding on an Other Guarantor at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ev) [reserved], (f) [reserved], (g) [reserved], (h) the foregoing shall not apply to restrictions and or conditions imposed by customary provisions in leases, licenses joint venture agreements and other similar agreements restricting the assignment thereof or, in the case of any lease or license, permitting applicable to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (jvi) the foregoing shall not apply to restrictions or conditions that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets subject thereto, (vii) clause (a) of the foregoing shall not apply to customary restrictions or conditions restricting assignment of any agreement entered into in respect the ordinary course of business, (viii) the foregoing shall not apply to provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses of, or other grants by the Borrower and its Subsidiaries of rights to use or exploit, such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (k) [reserved], (l) [reserved]in which case such restriction shall relate only to such Intellectual Property), and (mix) the foregoing shall not apply to restrictions constituting Permitted Lienson cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

No Further Negative Pledges. Neither Except with respect to (a) this Agreement and the Borrower nor any Subsidiary willother Loan Documents, directly (b) specific property encumbered to secure payment of particular Indebtedness that is permitted to be incurred and secured under this Agreement or indirectlyto be sold pursuant to an executed agreement with respect to a sale of assets permitted hereunder, enter into(c) restrictions by reason of customary provisions restricting assignments, incur subletting or permit other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to exist the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions by reason of customary provisions restricting assignments, subservicing, subcontracting or other transfers contained in Servicing Agreements (provided that such restrictions are limited to the individual Servicing Agreement and related agreements or the property and/or assets subject to such agreements, as the case may be), (e) restrictions set forth in any agreement or other arrangement governing Junior Indebtedness that prohibitsare, restricts or imposes any condition upon taken as a whole, in the ability good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to createmake any payments required hereunder and (f) restrictions by reason of customary provisions restricting liens, incur assignments, subservicing, subcontracting or permit other transfers contained in agreements with any Specified Government Entity relating to exist the origination, sale, securitization and servicing of mortgage loans (provided that such restrictions are limited to the individual agreement and related agreements and/or the property or assets subject to such agreements, as the case may be), no Loan Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided the Obligations (other than an agreement of a Securitization Entity that the foregoing shall not apply to (a) restrictions and conditions imposed by law prohibits such Securitization Entity from creating or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist assuming any Lien on upon its properties or assets to secure the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted LiensObligations).

No Further Negative Pledges. Neither the Borrower No Credit Party shall, nor shall it permit any Subsidiary will, directly or indirectlyof itsSection 8.3 Subsidiaries to, enter into, incur or permit to exist into any agreement or Contractual Obligation (other arrangement than this Agreement and the other Credit Documents) that prohibits, restricts or imposes any condition upon limits the ability of the Borrower or any such Subsidiary to create, incur incur, assume or permit suffer to exist any Lien upon any Liens on property of its assetssuch Person; provided, whether now owned or hereafter acquiredhowever, to secure any Obligations; provided that the foregoing this Section 8.3 shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of prohibit (i) any Subsidiary that is not a wholly-owned Subsidiary negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e) solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(l) solely to the Equity Interests in extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Borrower to secure any Person Indebtedness, (iii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that is not a Subsidiaryany such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness the disposition of any property or assets permitted under Section 8.10 pending the consummation of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicabledisposition, (dv) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under similar agreements entered into in the ordinary course of business, and (jvi) customary restrictions any Contractual Obligation (including, without limitation, any negative pledge) incurred or provided in respect favor of Intellectual Property contained in licenses any holder of Indebtedness permitted under Section 8.1(k). Restricted Payments. Declare or sublicenses ofmake, directly or indirectly, any RestrictedSection 8.4 Payment, or other grants of rights incur any obligation (contingent or otherwise) to use or exploitdo so, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.except that: 110

No Further Negative Pledges. Neither None of Holdings, the Borrower nor or any other Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of Holdings, the Borrower or any other Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided provided, in each case case, that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e), 6.1(s) or 6.1(w) or governing Liens permitted by Section 6.2(k), 6.2(n) or 6.2(u) or by clause (c), (d), (m), (t) or (u) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided 138 1095171012\7\AMERICAS that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Term Indebtedness Document as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) [reserved]restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(j), 6.1(u), 6.1(v) or 6.1(w) to the extent, in the good faith judgment of the Borrower, such restrictions and (m) conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions constituting Permitted Liensand conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

No Further Negative Pledges. Neither the Borrower Indebtedness No Credit Party shall, nor shall it permit any Subsidiary will, directly or indirectlyof its Subsidiaries to, enter into, incur or permit to exist into any agreement or Contractual Obligation (other arrangement than this Agreement and the other Credit Documents) that prohibits, restricts or imposes any condition upon limits the ability of the Borrower or any such Subsidiary to create, incur incur, assume or permit suffer to exist any Lien upon any Liens on property of its assetssuch Person; provided, whether now owned or hereafter acquiredhowever, to secure any Obligations; provided that the foregoing this Section 8.3 shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of prohibit (i) any Subsidiary that is not a wholly-owned Subsidiary negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e) solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(l) solely to the Equity Interests in extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Borrower to secure any Person Indebtedness, (iii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that is not a Subsidiaryany such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness the disposition of any property or assets permitted under Section 8.10 pending the consummation of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicabledisposition, (dv) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under similar agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (mvi) restrictions constituting Permitted Liens.any Contractual Obligation (including, without limitation, any negative pledge) incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(k). . Create, incur, assume or suffer to exist any Indebtedness of any Credit Party or any of its Subsidiaries, except:

No Further Negative Pledges. Neither the Borrower Company nor any Subsidiary will, directly or indirectly, of its Subsidiaries shall enter into, incur or permit to exist into any agreement (other than this Agreement, the Credit Documents, the New L/C Facility Documents and the High Yield Indenture) on or other arrangement that prohibits, restricts after the Closing Date prohibiting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to (i) specific property encumbered by a Lien permitted hereunder to secure any Obligations; provided payment of particular Indebtedness permitted to be incurred under subsection 7.1(vii), 7.1(x) (but only to the extent that the foregoing shall not apply Indebtedness being refinanced was subject to (a) restrictions and conditions imposed by law a negative pledge on the same assets), 7.1(xi), or 7.1(xii), or by any Credit Documenta Lien permitted under subsection 7.2A(vi), 7.2A(vii), 7.2A(viii), 7.2A(ix), 7.2A(xi), 7.2A(xii) or 7.2A(xiv), or by a Lien permitted under subsection 7.2A(xv) to the extent such Lien secures obligations permitted hereunder that are incurred to finance the acquisition of such specific property, (bii) restrictions specific property to be sold pursuant to an executed agreement with respect to an Asset Sale which is permitted hereunder, (iii) specific property that is leased pursuant to a lease permitted hereunder, (iv) provisions in the principal lease, service and conditions existing on operating agreements pertaining to Projects or the Closing Date identified on Schedule 6.3partnership and financing agreements relating to Projects, and amendmentsso long as in each case such lease, modificationsservice, extensions and renewals thereof (including any such extension operating, partnership or renewal arising as a result of financing agreement is an extension, renewal or refinancing replacement of such agreement in effect as of the Closing Date, is otherwise permitted to be entered into hereunder and contains no more restrictive provisions relating to prohibiting the creation or assumption of any Indebtedness containing such restriction Lien upon the properties or condition)assets of the relevant Subsidiary than the lease, providedservice, operating, partnership or financing agreement so extended, renewed or replaced, and (v) provisions contained in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) New L/C Facility Agreement described in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or and permitted under clause (ii) of the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents definition of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted LiensNew L/C Facility Agreement.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly Directly or indirectly, enter into, incur or permit to exist any agreement Contractual Obligation (other than any Loan Document or other arrangement any Permitted Pari Passu Provision) that prohibits, restricts or imposes any condition upon the ability of the (a) theany Borrower or any Subsidiary other Loan Party to create, incur or permit to exist any Lien upon any of its assetsproperty or assets (including the Capital Stock owned by thesuch Borrower or such Loan Party), whether now owned or hereafter acquired, (b) any Loan Party to secure make Restricted Payments to the Parent Borrower or any Obligationsother Loan Party or to make or repay loans or advances to theany Borrower or any other Loan Party or to guarantee Indebtedness of theany Borrower or any other Loan Party or (c) theany Borrower or any Subsidiary to otherwise transfer (including by way of a pledge) property to thea Borrower or a Loan Party; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit DocumentRequirements of Law, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is foregoing shall not a Subsidiary, apply to customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument agreements relating to Indebtedness the sale of a Subsidiary pending such Personsale, provided in each case that such restrictions and conditions apply only to the Subsidiary that is to be sold and such Subsidiary and sale is permitted hereunder (including, if applicable, in accordance with Section 8.15), (iii) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Equity Interests in such Subsidiary Qualified Asset or to the Equity Interests in such other PersonCapital Stock of any Designated Borrower, as applicableany Guarantor or any Qualified Asset Owner), (div) [reserved]the foregoing shall not apply to restrictions that are binding on an Other Guarantor at the time such Subsidiary first becomes a Subsidiary of the Parent Borrower, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Parent Borrower, (ev) [reserved], (f) [reserved], (g) [reserved], (h) the foregoing shall not apply to restrictions and or conditions imposed by customary provisions in leases, licenses joint venture agreements and other similar agreements restricting the assignment thereof or, in the case of any lease or license, permitting applicable to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (jvi) the foregoing shall not apply to restrictions or conditions that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets subject thereto, (vii) clause (a) of the foregoing shall not apply to customary restrictions or conditions restricting assignment of any agreement entered into in respect the ordinary course of business, (viii) the foregoing shall not apply to provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses of, or other grants by the Parent Borrower and its Subsidiaries of rights to use or exploit, such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (k) [reserved], (l) [reserved]in which case such restriction shall relate only to such Intellectual Property), and (mix) the foregoing shall not apply to restrictions constituting Permitted Lienson cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

No Further Negative Pledges. Neither Each of the Borrower and HAI shall not, nor shall it permit any Subsidiary will, directly or indirectlyto, enter into, incur assume or permit become subject to exist any agreement (a) prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, in favor of the Administrative Agent (for the benefit of the Lenders) to secure any the Credit Party Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on requiring the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing grant of any Indebtedness containing security for such restriction or condition)obligation if security is given for some other obligation, provided, except in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or pursuant to this Credit Agreement and the other Credit Documents, (ii) pursuant to any Other Senior Debt, (iii) pursuant to the Equity Interests in Existing Term Loan Agreement, (iv) pursuant to any Person agreements or documents evidencing any other Indebtedness that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (iipermitted to be incurred under Section 5.10(e), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], or (h) so long as such prohibitions and restrictions and conditions imposed by under the agreements or documents evidencing such Indebtedness are customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunderfor such Indebtedness, (iv) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vi) pursuant to any agreement relating to Property of a Subsidiary that is in effect at the time such Person becomes a Subsidiary (provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary), (vii) in connection with any restrictions on cash with respect to a Subsidiary imposed pursuant to a customary agreement that has been entered into in connection with the disposition of all or deposits substantially all of the Capital Stock or net worth covenants imposed by customersassets of such Subsidiary otherwise permitted hereunder, and (viii) pursuant to agreements with suppliers to HAI or landlords under agreements any Subsidiary, entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights relating to use or exploit, any inventory supplied by such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Lienssuppliers.

No Further Negative Pledges. Neither the Borrower Parent nor any Subsidiary of its Restricted Subsidiaries will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower Parent or any Subsidiary of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3date hereof and restrictions and conditions set forth in the ABL Credit Agreement as of the Amendment and Restatement Effective Date, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-wholly owned Subsidiary or (ii) the Equity Interests in Capital Stock of any Person that is not a Subsidiary or that is an Unrestricted Subsidiary, restrictions and conditions imposed by the any agreement or document governing Indebtedness of such Subsidiary, Person or Unrestricted Subsidiary or by its Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Personagreement, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in Capital Stock of such Subsidiary or to the Equity Interests in Capital Stock of such other PersonPerson or Unrestricted Subsidiary, as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.2(r) or governing Liens permitted by clause (d), (e), (g), (i), (r), (s) or (y) of the definition of the term “Permitted Liens”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.2(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any refunding Indebtedness in respect thereof incurred pursuant to Section 6.2(m), by the applicable Indebtedness originally incurred under Section 6.2(f)) at the time such Indebtedness first became subject to Section 6.2, (f) [reserved]in connection with the sale of any Capital Stock of a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.4, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, and (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into . Nothing in this Section 6.9 shall be deemed to modify the requirements set forth in the ordinary course definition of businessthe term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.9, (j) customary restrictions in respect of Intellectual Property contained in licenses 5.10 or sublicenses of, 5.11 or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensunder the Collateral Documents.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Revolving Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or ​ condition shall not have been expanded as a result thereof, (l) [reserved]restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted LiensLiens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

No Further Negative Pledges. Neither the Borrower The Credit Parties will not, nor will they permit any Subsidiary will, directly or indirectlyto, enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, to secure or requiring the grant of any Obligations; provided that the foregoing shall not apply to security for such obligation if security is given for some other obligation, except (a) restrictions pursuant to this Credit Agreement and conditions imposed by law or by any the other Credit DocumentDocuments, (b) restrictions and conditions existing on pursuant to the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension Senior Unsecured Notes Indenture or renewal arising as a result of an extension, renewal other indenture or refinancing of any agreement evidencing Indebtedness containing such restriction or conditionpermitted under Section 6.1(f), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) pursuant to any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement document or instrument relating governing Indebtedness incurred pursuant to Indebtedness of Section 6.1(c) (provided that any such Person, provided in each case that such restrictions and conditions apply restriction contained therein relates only to such Subsidiary the asset or assets constructed or acquired in connection therewith) and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable(e), (d) [reserved]any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (e) [reserved]customary non-assignment provisions of leases, subleases, licenses and sublicenses, (f) [reserved]restrictions in joint venture and partnership agreements, (g) [reserved]restrictions on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in asset sale agreements, stock sale agreements and other similar agreements, (h) restrictions and conditions imposed by customary provisions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in leasesanticipation of such acquisition, licenses and other agreements restricting the assignment thereof orapplying solely to such acquired Subsidiary, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, and (i) restrictions on cash or and other deposits or net worth covenants imposed by customers, suppliers or landlords customers under agreements contracts entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date date hereof identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement oragreement, provided, in the case of clause (ii)each case, in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(f) or 6.1(n) or governing Liens permitted by Section 6.2(d), 6.2(e), 6.2(l), 6.2(o), 6.2(p)(i) or 6.2(q) or by clause (c), (d) or (m) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved], (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, and (k) [reserved]restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1(h), (l6.1(i) [reserved]or 6.1(o) to the extent, in the good faith judgment of the Borrower, such restrictions and (m) restrictions constituting Permitted Liensconditions are on customary market terms for Indebtedness of such type and would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents. Nothing in this Section 6.3 shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.10, 5.11 or 5.12 or under the Collateral Documents.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply Except with respect to (a) restrictions and conditions imposed by law specific property encumbered to secure payment of particular Indebtedness or by any Credit Documentto be sold pursuant to an executed agreement with respect to an Asset Sale permitted under Section 6.9, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof[reserved], (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the case ordinary course of business (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only are limited to the property or assets secured by such Liens or the property or assets subject to such Subsidiary and to any Equity Interests in such Subsidiary leases, licenses or to the Equity Interests in such other Personsimilar agreements, as applicablethe case may be), (d) [reserved], (e) [reserved]restrictions under any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into Loan Party that was in existence at the time of such acquisition (or at the time it merges with or into any Loan Party in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof)), which encumbrance or restriction 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 or designation, (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or other deposits or net worth covenants imposed by customers, suppliers or landlords customers under agreements commercial contracts entered into in the ordinary course of business, (g) encumbrances or restrictions in connection with any Permitted Product Transaction that, in the good faith determination of the Borrower, are reasonably necessary or advisable in connection with such Permitted Product Transaction, (h) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture, (i) any encumbrance or restriction contained in secured Indebtedness otherwise permitted to be incurred hereunder to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness and (j) customary any encumbrances or restrictions of the type referred to in respect the immediately preceding clauses (a) through (i) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of Intellectual Property the contracts, instruments or obligations referred to such immediately preceding clauses (a) through (i) above; provided that such encumbrances and restrictions contained in licenses any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or sublicenses ofrefinancing are, in the good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or other grants refinancing, no Loan Party nor any of rights to use Borrower’s Subsidiaries shall enter into any agreement prohibiting the creation or exploitassumption of any Lien upon any of its properties or assets, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Lienswhether now owned or hereafter acquired.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided provided, in each case case, that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e) or 6.1(s) or governing Liens permitted by Section 6.2(k) or 6.2(n) or by clause (c), (d), (j), (q) or (r) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Senior Notes Indebtedness Document as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) [reserved]restrictions and conditions contained in the Versum Existing Credit Agreement and any Permitted Incremental Equivalent Indebtedness Documents relating thereto, in each case, as in effect on the Amendment No. 1 Effective Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (m) restrictions constituting Permitted Liensand conditions contained in the Versum Existing Notes and the Versum Existing Indenture, in each case, as in effect on the Amendment No. 1 Effective Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (n(l) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(j), 6.1(k), 6.1(l) or 6.1(u) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

No Further Negative Pledges. Neither the Borrower The Credit Parties will not, nor will they permit any Subsidiary will, directly or indirectlyto, enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, to secure or requiring the grant of any Obligations; provided that the foregoing shall not apply to security for such obligation if security is given for some other obligation, except (a) restrictions pursuant to this Agreement and conditions imposed by law or by any Credit Documentthe other Loan Documents, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including pursuant to any such extension document or renewal arising as a result of an extension, renewal or refinancing of any instrument governing Indebtedness containing such restriction or conditionincurred pursuant to Section 8.1(c), providedSection 8.1(f), in each caseSection 8.1(g), that the scope of Section 8.1(h) or Section 8.1(j); provided that, other than with respect to Section 8.1(j), any such restriction or condition shall not have been expanded as a result thereofcontained therein relates only to the asset securing such Indebtedness, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the case of asset or assets subject to such Permitted Lien; (id) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, customary restrictions and conditions imposed by contained in agreements relating to the Organizational Documents sale of such a Subsidiary or assets pending such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Personsale, provided in each case that such restrictions and conditions apply only to the Subsidiary that is, or the assets that are, to be sold and such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved]sale is permitted hereunder, (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements contracts restricting the assignment thereof orassignment, subletting or encumbrance thereof, (f) restrictions and conditions in any indenture, agreement, document, instrument or other arrangement relating to the case assets or business of any lease Subsidiary existing prior to the consummation of a Permitted Acquisition in which such Subsidiary was acquired (and not created in contemplation of such Permitted Acquisition, (g) contractual encumbrances or licenserestrictions in effect as of the date hereof and set forth on Schedule 8.12 to the Disclosure Letter (but shall apply to any extension or renewal of, permitting or any amendment or modification expanding the scope of, any such restriction or condition), (h) customary provisions in joint ventures agreements (and other similar agreements) (provided that such provisions apply only to exist any Lien on the assets leased or licensed thereundersuch joint venture and to Equity Interests in such joint venture), (i) restrictions on cash or other deposits or net worth covenants imposed by customers, suppliers customers of the Borrower or landlords any Subsidiary under agreements contracts entered into in the ordinary course of business, (j) customary restrictions under any arrangement with any Governmental Authority imposed on any Foreign Subsidiary in respect of Intellectual Property contained in licenses connection with governmental grants, financial aid, tax holidays or sublicenses of, similar benefits or other grants of rights to use or exploit, such Intellectual Propertyeconomic interests, (k) [reserved]restrictions imposed by applicable law or any applicable rule, regulation, order, license, permit, grant or similar restriction. Notwithstanding anything herein to the contrary, the provisions of this Section 8 (lother than Section 8.8 (solely with respect to the Borrower)) [reserved]shall not apply to the Credit Parties and their Subsidiaries so long as there are no (a) Loans outstanding under this Agreement or (b) LC Disbursements that have not been reimbursed by or on behalf of the Credit Parties within 5 Business Days after the date the Lender requests reimbursement of such LC Disbursement; provided, that (a) the Credit Parties shall not, in a single transaction or in a series of related transactions, sell, transfer or otherwise dispose of all or substantially all of the property or assets of the Credit Parties, taken as a whole, to any Person other than to the Borrower or another Credit Party and (mb) restrictions constituting Permitted Liensto the extent the Borrower is party to a consolidation or merger, the Borrower shall be the surviving corporation.

No Further Negative Pledges. Neither the Borrower Company nor any Subsidiary will, directly or indirectly, of its Subsidiaries shall enter into, incur or permit to exist into any agreement (other than the Loan Documents) prohibiting the creation or other arrangement that prohibits, restricts or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of except (i) any Subsidiary that is not agreement evidencing a wholly-owned Subsidiary sale or other disposition of assets, as to the assets being sold, (ii) the Equity Interests with respect to customary non-assignment or no-subletting clauses in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary leases or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements contracts entered into in the ordinary course of business, (jiii) any agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A(ii), as to the assets securing such Indebtedness, (iv) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof), (v) any agreements governing Indebtedness of any Foreign Subsidiary permitted by subsection 7.1(v) (in which case, any such prohibition or limitation shall only be effective against the assets of such Foreign Subsidiary and its Subsidiaries), (vi) customary restrictions provisions in respect joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (vii) licenses or sublicenses by Company and its Subsidiaries of Intellectual Property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (viii) prohibitions and limitations in effect on the date hereof and listed on Schedule 7.2B, (ix) prohibitions and limitations arising by operation of law, (x) any agreement in effect at the time a Person becomes a Subsidiary of Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Company and (xi) any prohibitions and limitations imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents, of Indebtedness permitted under the Loan Documents (including, without limitation, under this subsection 7.2B), so long as such prohibitions and limitations are not more onerous on the Company or any of its Subsidiaries than those contained in licenses such Indebtedness prior to such amendment or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensrefinancing.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided provided, in each case case, that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e) or 6.1(s) or governing Liens permitted by Section 6.2(k) or 6.2(n) or by clause (c), (d), (j), (q) or (r) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Senior Notes Indebtedness Document as in effect on the ClosingAmendment No. 4 Effective Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) [reserved]restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(j), 6.1(k), 6.1(l) or 6.1(u) to the extent, in the good faith judgment of the Borrower, such restrictions and (m) conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions constituting Permitted Liensand conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly or indirectly, of its Subsidiaries shall enter into, incur or permit to exist into any agreement prohibiting the creation or other arrangement that prohibits, restricts or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, other than (i) any agreement evidencing Indebtedness secured by Liens permitted by this Agreement, as to secure the assets securing such Indebtedness, (ii) any Obligations; provided that agreement evidencing an asset Transfer as to the foregoing shall not apply to assets being Transferred, (aiii) restrictions and conditions imposed by law arising under this Agreement and the other Loan Documents or by any Credit Documentthe Mosaic Indenture and the notes issued thereunder, (biv) customary provisions in licenses, governmental permits, leases and other contracts restricting the assignment thereof, (v) customary provisions in joint venture agreements relating solely to the respective joint venture or the Securities therein, (vi) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ agreements existing at the time of (and not created in contemplation of) the acquisition of any Person or similar agreement or, in the case of clause assets CHAR1\1985879v4 (iiincluding agreements governing Indebtedness permitted pursuant to Section 7.01(e) or 7.01(g), in any agreement or instrument relating to Indebtedness of such Person, ) provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary the Person or to the Equity Interests in such other Person, as applicableassets so acquired, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (hvii) restrictions and conditions imposed by customary provisions any Governmental Authority and (viii) restrictions under an agreement governing Indebtedness of a Foreign Subsidiary incurred in leasescompliance with Section 7.01 if such restriction applies only to assets of such Foreign Subsidiary or any Subsidiary thereof; provided, licenses that the foregoing shall not apply to any such restrictions or conditions imposed by the terms of any Indebtedness of the Borrower or any of its Subsidiaries for borrowed money that the Borrower or any of its Subsidiaries incurs after the Closing Date in compliance with this Agreement if such restrictions or conditions are no less favorable to the Borrower and other agreements restricting the assignment thereof or, Lenders than those contained in the case of any lease Mosaic Indenture or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensthis Agreement.

No Further Negative Pledges. Neither the Borrower Company nor any Subsidiary will, directly or indirectly, of its Subsidiaries shall enter into, incur or permit to exist into any agreement (other than this Agreement, the Credit Documents, the New L/C Facility Documents and the High Yield Indenture) on or other arrangement that prohibits, restricts after the Closing Date prohibiting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to (i) specific property encumbered by a Lien permitted hereunder to secure any Obligations; provided payment of particular Indebtedness permitted to be incurred under subsection 7.1(vii), 7.1(x) (but only to the extent that the foregoing shall not apply Indebtedness being refinanced was subject to (a) restrictions and conditions imposed by law a negative pledge on the same assets), 7.1(xi), or 7.1(xii), or by any Credit Documenta Lien permitted under subsection 7.2A(vi), 7.2A(vii), 7.2A(viii), 7.2A(ix), 7.2A(xi), 7.2A(xii) or 7.2A(xiv), or by a Lien permitted under subsection 7.2A(xv) to the extent such Lien secures obligations permitted hereunder that are incurred to finance the acquisition of such specific property, (bii) restrictions specific property to be sold pursuant to an executed agreement with respect to an Asset Sale which is permitted hereunder, (iii) specific property that is leased pursuant to a lease permitted hereunder, (iv) provisions in the principal lease, service and conditions existing on operating agreements pertaining to Projects or the Closing Date identified on Schedule 6.3partnership and financing agreements relating to Projects, and amendmentsso long as in each case such lease, modificationsservice, extensions and renewals thereof (including any such extension operating, partnership or renewal arising as a result of financing agreement is an extension, renewal or refinancing replacement of such agreement in effect as of the Closing Date, is otherwise permitted to be entered into hereunder and contains no more restrictive provisions relating to prohibiting the creation or assumption of any Indebtedness containing such restriction Lien upon the properties or condition)assets of the relevant Subsidiary than the lease, providedservice, operating, partnership or financing agreement so extended, renewed or replaced, and (v) provisions contained in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) New L/C Facility Agreement described in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or and permitted under clause (ii) of the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents definition of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.New L/C Facility Agreement. 99

No Further Negative Pledges. Neither the Borrower No Credit Party nor any Subsidiary will, directly or indirectly, of its Restricted Subsidiaries shall enter into, incur or permit to exist into any agreement prohibiting the creation or other arrangement that prohibits, restricts or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any the Obligations; provided that the foregoing shall not apply , except with respect to (a) restrictions and conditions imposed by law or by any Credit Documentidentified on Schedule 6.03 to the Disclosure Letter, (b) restrictions this Agreement and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereofother Credit Documents, (c) any agreements governing any purchase money Liens or Capital Lease obligations otherwise permitted hereby, if the prohibition or limitation therein is only effective against the assets financed thereby, (d) agreements for the benefit of the holders of Liens described in Section 6.02(n) and applicable solely to the case of property subject to such Lien, (ie) any Subsidiary other agreement that is does not a wholly-owned Subsidiary or (ii) the Equity Interests restrict in any Person manner (directly or indirectly) Liens created pursuant to the Credit Documents on any Collateral securing the Obligations and that is does not a Subsidiaryrequire 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 Credit Party to secure the Obligations, (f) covenants in any Indebtedness permitted pursuant to Section 6.01(c) to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions imposed by in the Organizational Credit Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause Indebtedness of any Foreign Subsidiary that is a Restricted Subsidiary, are imposed solely on Foreign Subsidiaries, (g) any prohibition or limitation that (i) exists pursuant to applicable law, (ii), ) consists of customary restrictions and conditions contained in any agreement or instrument relating to Indebtedness the sale of any property permitted under Section 6.08 pending the consummation of such Person, provided in each case that such restrictions and conditions apply only sale solely with respect to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicableproperty being disposed of, (diii) [reserved]restricts subletting or assignment of any lease governing a leasehold interest of Borrower or a Restricted Subsidiary, (iv) exists in any agreement in effect at the time such Restricted Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, or (v) is imposed by any amendments or refinancings that are otherwise permitted by the Credit Documents of the contracts, instruments or obligations referred to in clauses (a), (c), (e) [reserved]), (f) [reserved]or (g)(iv); provided that such amendments and refinancings are, (g) [reserved]taken as a whole, no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing and (h) restrictions and conditions imposed by customary provisions in leases, licenses Joint Venture agreements and other similar agreements restricting the assignment thereof or, in the case of any lease or license, permitting applicable to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements Joint Ventures and applicable solely to such Joint Venture entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.

No Further Negative Pledges. Neither the Borrower Section 6.13 The Credit Parties will not, nor will they permit any Restricted Subsidiary will, directly or indirectlyto, enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, to secure or requiring the grant of any Obligations; provided that the foregoing shall not apply to security for such obligation if security is given for some other obligation, except (a) restrictions pursuant to this Agreement and conditions imposed by law or by any the other Credit DocumentDocuments, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including pursuant to any such extension document or renewal arising as a result of an extension, renewal or refinancing of any instrument governing Indebtedness containing such restriction or conditionincurred pursuant to Section 6.1(c), provided, in each case, ; provided that the scope of any such restriction contained therein relates only to the asset or condition shall not have been expanded as a result thereofassets constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the case asset or assets subject to such Permitted Lien. Compliance with OFAC Rules and Regulations and Sanctions and Compliance with Section 6.14 FCPA and Anti-Corruption Laws. None of the Credit Parties, nor any of their Subsidiaries or their respective Affiliates or the respective directors, officers or employees of the Credit Parties and any of their Subsidiaries shall be a Sanctioned Person or a Sanctioned Entity. None of the Credit Parties, nor any of their Subsidiaries or their respective Affiliates (ion behalf of the Credit Parties or any of their Subsidiaries) or, to the knowledge of the Credit Parties or any Subsidiary that is not a wholly-owned Subsidiary of their Subsidiaries, the respective directors, officers or employees of the Credit Parties and any of their Subsidiaries (iion behalf of the Credit Parties or any of their Subsidiaries) the Equity Interests shall violate any applicable Sanctions in any Person material respect. The Borrower will not request any Extension of Credit, and the Borrower shall not use, and shall ensure that is its Subsidiaries and its or their respective directors, officers, employees and agents shall not a Subsidiaryuse, restrictions and conditions imposed by the Organizational Documents proceeds of such Subsidiary any Extension of Credit, directly or such other Person indirectly, for the purpose of funding, financing or contained facilitating any activities, business or transaction of or with any Sanctioned Person, or in any related joint ventureSanctioned Entity, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness manner that would result in -116- the violation of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and any Sanctions applicable to any Equity Interests in such Subsidiary party hereto. No Loan or to the Equity Interests in such other PersonLetter of Credit, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case use of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, proceeds or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.transactions contemplated by this Agreement will violate Anti-Corruption Laws. ARTICLE VII

No Further Negative Pledges. Neither the Borrower No Obligor shall, nor shall it permit any Subsidiary will, directly or indirectlyof its Subsidiaries to, enter into, incur or permit to exist into any agreement or Contractual Obligation (other arrangement than this Agreement and the other Financing Agreements) that prohibits, restricts or imposes any condition upon limits the ability of the Borrower Obligors or any such Subsidiary to create, incur incur, assume or permit suffer to exist any Lien upon any Liens on property of its assetssuch Person; provided, whether now owned or hereafter acquiredhowever, to secure any Obligations; provided that the foregoing this Section 10.3 shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of prohibit (i) any Subsidiary that is not a wholly-owned Subsidiary negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 10.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 10.1(m), solely to the Equity Interests in extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Issuer to secure any Person Indebtedness, (iii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that is not a Subsidiaryany such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness the disposition of any property or assets permitted under Section 10.10 pending the consummation of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicabledisposition, (dv) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under similar agreements entered into in the ordinary course of business, (jvi) customary any prohibitions and restrictions in respect of Intellectual Property contained in licenses the Existing Credit Facility or sublicenses ofCredit Documents, or other grants of rights to use or exploit, so long as such Intellectual Property, (k) [reserved], (l) [reserved], prohibitions and (m) restrictions constituting Permitted Liens.are not more

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e) or 6.1(t) or governing Liens permitted by Section 6.2(l) or 6.2(o) or by clause (c), (d), (j), (q) or (r) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Senior Notes Indebtedness Document or any Permitted Revolving Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) [reserved]restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(j), 6.1(k), 6.1(l) or 6.1(m) to the extent, in the good faith judgment of the Borrower, such restrictions and (m) conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions constituting Permitted Liensand conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly or indirectly, The Credit Parties will not enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, acquired to secure the Credit Party Obligations, or requiring the grant of any Obligations; provided that the foregoing shall not apply to security for such obligation if security is given for some other obligation, except (a) restrictions pursuant to this Credit Agreement and conditions imposed by law or by any the other Credit DocumentDocuments, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including pursuant to any such extension document or renewal arising as a result of an extension, renewal or refinancing of any instrument governing Indebtedness containing such restriction or conditionincurred pursuant to Section 6.1(c), provided, in each case, ; provided that the scope of any such restriction contained therein relates only to the asset or condition shall not have been expanded as a result thereofassets constructed or acquired in connection therewith, (c) in the case of (i) connection with any Subsidiary that is not a wholly-owned Subsidiary Permitted Lien or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement document or instrument relating to Indebtedness of governing any Permitted Lien; provided that any such Person, provided in each case that such restrictions and conditions apply restriction contained therein relates only to the asset or assets subject to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicablePermitted Lien, (d) [reserved]pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(i) or Section 6.1(j), (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by agreements containing customary provisions in leases, licenses and other agreements restricting the subletting or assignment thereof or, in the case of any lease governing a leasehold interest of the Borrower or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements of its Subsidiaries entered into in the ordinary course of business, (jf) contracts containing customary restrictions provisions restricting assignment of such contract entered into by the Borrower or any of its Subsidiaries in respect the ordinary course of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Propertybusiness, (kg) [reserved]agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, (l) [reserved]so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Credit Agreement, and (mh) agreements containing restrictions constituting Permitted Lienson the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Credit Agreement.

No Further Negative Pledges. Neither Each of the Borrower Credit Parties will not, nor will it permit any Subsidiary will, directly or indirectlyto, enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure or requiring the grant of any Obligations; provided that the foregoing shall not apply to security for such obligation if security is given for some other obligation, except (a) restrictions pursuant to this Agreement and conditions imposed by law or by any the other Credit DocumentDocuments, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including pursuant to any such extension document or renewal arising as a result of an extension, renewal or refinancing of any instrument governing Indebtedness containing such restriction or conditionincurred pursuant to Section 6.1(c), provided, in each case, ; provided that the scope of any such restriction contained therein relates only to the asset or condition shall not have been expanded as a result thereofassets constructed or acquired in connection therewith, (c) pursuant to the Existing Convertible Notes Indenture as originally in effect or the case Senior Indenture as in effect on the Effective Date, (d) pursuant to any document governing Indebtedness of a Foreign Subsidiary (iother than the Dutch Borrower and Alliance AG) constituting local lines of credit permitted pursuant to Section 6.1(l) may contain such prohibitions or restrictions which are applicable only to such Foreign Subsidiaries and their Subsidiaries (but not applicable to the assets of the Dutch Borrower or Alliance AG or the equity interests in any Material Foreign Subsidiary), (e) such prohibitions or restrictions affecting one or more Immaterial Subsidiaries, (f) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (g) any Subsidiary that instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not a wholly-owned Subsidiary applicable to any Person, or (ii) the Equity Interests in properties or assets of any Person that is not a SubsidiaryPerson, restrictions and conditions imposed by other than the Organizational Documents Person, or the property or assets of such Subsidiary or such other Person or contained in any related joint venturethe Person, shareholders’ or similar agreement orso acquired; provided that, in the case of clause (ii)Indebtedness, in any agreement or instrument relating such Indebtedness was otherwise permitted to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved]be incurred hereunder, (h) restrictions and conditions imposed by customary non-assignment provisions in leases, contracts and licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of businessbusiness in respect of such contract or license, as the case may be, (i) purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions on the property purchased or leased, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, any agreement for the sale or other grants disposition of rights to use a Subsidiary that restricts distributions by that Subsidiary pending its sale or exploit, such Intellectual Property, other disposition and (k) [reserved], (l) [reserved], customary provisions in joint venture agreements and (m) restrictions other similar agreements applicable to joint ventures constituting Permitted LiensInvestments and applicable solely to such joint venture.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date date hereof identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement oragreement, provided, in the case of clause (ii)each case, in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(f) or 6.1(n) or governing Liens permitted by Section 6.2(d), 6.2(l), 6.2(o), 6.2(p)(i) or 6.2(q) or by clause (c), (d) or (m) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness assumed in reliance on Section 6.1(g)(i) or Refinancing Indebtedness in respect thereof incurred in reliance on Section 6.1(g)(ii), provided that such restrictions and conditions apply only to Persons that are permitted under such Sections to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Second Lien Indebtedness Document or any Permitted Subordinated Indebtedness Document, in each case, as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) [reserved]restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1(e), 6.1(g) (other than in respect of existing Indebtedness assumed in reliance thereon), 6.1(h), 6.1(i) or 6.1(o) to the extent, in the good faith judgment of the Borrower, such restrictions and (m) conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions constituting Permitted Liensand conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents. Nothing in this Section 6.3 shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.10, 5.11 or 5.12 or under the Collateral Documents.

No Further Negative Pledges. Neither (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, (i) directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower nor or any Subsidiary will, other Credit Party or (ii) directly or indirectly, enter into, incur assume or permit become subject to exist any agreement Contractual Obligation prohibiting or other arrangement that prohibits, restricts or imposes any condition upon otherwise restricting the ability existence of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assetsthe Credit Parties’ assets in favor of Agent to secure the Obligations, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), providedacquired except, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or and (ii) above, for such restrictions and encumbrances existing under or by reason of (1) applicable Requirements of Law; (2) this Agreement, the Equity Interests other Loan Documents and any instrument governing Indebtedness permitted under Section 5.5(f); (3) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Credit Party; (4) customary provisions restricting assignment of any agreement entered into by a Credit Party in the Ordinary Course of Business; (5) any Person that is not holder of a SubsidiaryLien permitted by Sections 5.1(a), (c), (d), (e), (f), (g), (l), (m), (n), (o) and (q) restricting the transfer of the property subject thereto; (6) customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in relating to the case sale of clause any property permitted under Section 5.4 pending the consummation of such sale; (ii), in 7) any agreement in effect at the time such Credit Party becomes a Credit Party, so long as such agreement was not entered into in connection with or instrument relating to Indebtedness in contemplation of such Personperson becoming a Credit Party and not pertaining to Accounts, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary Inventory or to depository accounts; (8) without affecting the Equity Interests in such other PersonCredit Parties’ obligations under Section 4.13, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leasespartnership agreements, licenses limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements restricting the assignment thereof or, entered into in the case Ordinary Course of any lease Business that restrict the transfer of ownership interests in such partnership, limited liability company or license, permitting to exist any Lien on the assets leased or licensed thereunder, similar person; (i9) restrictions on cash or other deposits or net worth covenants imposed by customers, suppliers or landlords under agreements contracts entered into in the ordinary course Ordinary Course of businessBusiness; (10) 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 and not pertaining to Accounts, Inventory or depository accounts; (11) restrictions pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock of or property held in the subject joint venture; (12) any instruments governing Indebtedness of any Subsidiary of Holdings that is not a Credit Party; provided, that such instruments do not limit any Credit Party with respect to any action described in clauses (i) and (ii) above by such Credit Party; or (13) any encumbrances or restrictions 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), (j8) or (12) customary above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions in respect than those prior to such amendment or refinancing. Table of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.Contents

No Further Negative Pledges. Neither the Borrower The Credit Parties will not, nor will they permit any Subsidiary will, directly or indirectly(excluding Excluded Joint Ventures) to, enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, to secure or requiring the grant of any Obligations; provided that the foregoing shall not apply to security for such obligation if security is given for some other obligation, except (a) restrictions pursuant to this Agreement and conditions imposed by law or by any the other Credit DocumentDocuments, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including pursuant to any such extension document or renewal arising as a result of an extension, renewal or refinancing of any instrument governing Indebtedness containing such restriction or condition), provided, in each case, permitted hereunder; provided that the scope of any such restriction contained therein relates only to the asset or condition shall not have been expanded as a result thereofassets constructed or acquired in connection therewith, (c) in the case of (i) connection with any Subsidiary that is not a wholly-owned Subsidiary Permitted Lien or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement document or instrument relating to Indebtedness of governing any Permitted Lien; provided that any such Person, provided in each case that such restrictions and conditions apply restriction contained therein relates only to the asset or assets subject to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicablePermitted Lien, (d) [reserved](i) which exist on the Closing Date and (to the extent not otherwise permitted by this 120 Section 6.13) are listed on Schedule 6.9 and (ii) to the extent the restriction or condition permitted by clause (i) is set forth in an agreement evidencing Indebtedness, such restriction or condition may be set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such restriction or condition; (e) [reserved]are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Company, so long as such restriction or condition was not entered into in contemplation of such Person becoming a Subsidiary of the Company; (f) [reserved], (g) [reserved], (h) restrictions are provisions in Organization Documents and conditions imposed by other customary provisions in leases, licenses joint venture agreements and other similar agreements restricting applicable to Excluded Joint Ventures or to other Persons that are not Subsidiaries of the assignment thereof or, Company (to the extent the Investment in such Excluded Joint Venture or other Person is a Permitted Investment) that limit Liens on or transfers of the case Equity Interests of any lease such joint venture or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements other Person entered into in the ordinary course of business; (g) are customary restrictions or conditions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Company or a Subsidiary of the Company by a third party in respect of real property owned by such third party) so long as such restrictions or conditions relate only to the assets (or the Company’s or such Subsidiary’s rights under such easement, right of way or similar right or encumbrance, as applicable) subject thereto; (h) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Subsidiary; (i) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and (j) customary are restrictions in respect of Intellectual Property contained in licenses or sublicenses of, on cash or other grants deposits imposed by customers under contracts entered into in the ordinary course of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensbusiness.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit DocumentDocument or the Orders, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof[reserved], (c) in the case of (i) any Restricted Subsidiary that is not a wholly-wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement oragreement, provided, in the case of clause (ii)each case, in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(f) or 6.1(n) or governing Liens permitted by Section 6.2(d), 6.2(p)(i) or 6.2(q) or by clause (c), (d) or (m) of the definition of “Permitted Encumbrances”; provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, and (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in nonexclusive licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property. Nothing in this Section 6.3 shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.10, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens5.11 or 5.12 or under the Collateral Documents.

No Further Negative Pledges. Neither the Borrower The Credit Parties will not, nor will they permit any Subsidiary will, directly or indirectly(excluding Excluded Joint Ventures) to, enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, to secure or requiring the grant of any Obligations; provided that the foregoing shall not apply to security for such obligation if security is given for some other obligation, except (a) restrictions pursuant to this Agreement and conditions imposed by law or by any the other Credit DocumentDocuments, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including pursuant to any such extension document or renewal arising as a result of an extension, renewal or refinancing of any instrument governing Indebtedness containing such restriction or condition), provided, in each case, permitted hereunder; provided that the scope of any such restriction contained therein relates only to the asset or condition shall not have been expanded as a result thereofassets constructed or acquired in connection therewith, (c) in the case of (i) connection with any Subsidiary that is not a wholly-owned Subsidiary Permitted Lien or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement document or instrument relating to Indebtedness of governing any Permitted Lien; provided that any such Person, provided in each case that such restrictions and conditions apply restriction contained therein relates only to the asset or assets subject to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicablePermitted Lien, (d) [reserved](i) which exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.13) are listed on Schedule 6.9 and (ii) to the extent the restriction or condition permitted by clause (i) is set forth in an agreement evidencing Indebtedness, such restriction or condition may be set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such restriction or condition; (e) [reserved]are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Company, so long as such restriction or condition was not entered into in contemplation of such Person becoming a Subsidiary of the Company; (f) [reserved], (g) [reserved], (h) restrictions are provisions in Organization Documents and conditions imposed by other customary provisions in leases, licenses joint venture agreements and other similar agreements restricting applicable to Excluded Joint Ventures or to other Persons that are not Subsidiaries of the assignment thereof or, Company (to the extent the Investment in such Excluded Joint Venture or other Person is a Permitted Investment) that limit Liens on or transfers of the case Equity Interests of any lease such joint venture or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements other Person entered into in the ordinary course of business; (g) are customary restrictions or conditions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Company or a Subsidiary of the Company by a third party in respect of real property owned by such third party) so long as such restrictions or conditions relate only to the assets (or the Company’s or such Subsidiary’s rights under such easement, right of way or similar right or encumbrance, as applicable) subject thereto; (h) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Subsidiary; (i) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and (j) customary are restrictions in respect of Intellectual Property contained in licenses or sublicenses of, on cash or other grants deposits imposed by customers under contracts entered into in the ordinary course of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensbusiness.

No Further Negative Pledges. Neither None of the GP, the Borrower nor or any Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the GP, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the agreements and documents governing Indebtedness of such Person or by its Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement, provided, in each case, that such restrictions and conditions apply only to the Equity Interests in such Person, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e) or governing Liens permitted by Section 6.2(h) or by clause (c) or (d) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by any agreement or document governing Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of clause any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (ii)f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.7, (g) restrictions and conditions imposed by any agreement or instrument relating to document governing Indebtedness of such Personany Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved]Subsidiary, (h) restrictions and conditions imposed by any Permitted Supply & Offtake Agreement, provided that the Permitted Supply & Offtake Agreement Consent obtained in respect of such Permitted Supply & Offtake Agreement permits, or renders such restrictions ineffective with respect to, Liens arising or created under the Credit Documents, (i) restrictions and conditions imposed by any agreement or document governing any Permitted Revolving/LC Facility, provided that such restrictions and conditions do not conflict with the obligations of the Credit Parties set forth herein or in the other Credit Documents and, in the case of any such restrictions or conditions imposed by the Existing IDB Credit Agreement, such restrictions and conditions are not less favorable to the Lenders than the restrictions and conditions imposed by the Existing IDB Credit Agreement (as modified by the Consent and Amendment Documents) as of the Closing Date, (j) restrictions and conditions imposed by any agreement or document governing any Indebtedness permitted by Section 6.1(l), provided that such restrictions and conditions do not conflict with the obligations of the Credit Parties set forth herein or in the other Credit Documents, (k) restrictions and conditions imposed by any Permitted Commodity Hedge Agreement, provided that such restrictions do not prohibit Liens arising or created under the Credit Documents, and (l) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into . Nothing in this Section 6.3 shall be deemed to modify the requirements set forth in the ordinary course definition of businessthe term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.10, (j) customary restrictions in respect of Intellectual Property contained in licenses 5.11 or sublicenses of, 5.12 or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensunder the Collateral Documents.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply Except with respect to (a) restrictions and conditions imposed by law specific property encumbered to secure payment of particular Indebtedness or by any Credit Documentto be sold pursuant to an executed agreement with respect to an Asset Sale permitted under Section 6.9, (b) restrictions and conditions existing on under the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereofAstellas Royalty Transaction Agreement, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the case ordinary course of business (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only are limited to the property or assets secured by such Liens or the property or assets subject to such Subsidiary and to any Equity Interests in such Subsidiary leases, licenses or to the Equity Interests in such other Personsimilar agreements, as applicablethe case may be), (d) [reserved], (e) [reserved]restrictions under any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into Loan Party that was in existence at the time of such acquisition (or at the time it merges with or into any Loan Party in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof)), which encumbrance or restriction 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 or designation, (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or other deposits or net worth covenants imposed by customers, suppliers or landlords customers under agreements commercial contracts entered into in the ordinary course of business, (g) encumbrances or restrictions in connection with any Permitted Product Transaction (solely with respect to the grant of the license or sublicense thereunder) or Permitted Royalty Transaction (solely with respect to a Backup Security Interest granted thereunder) that, in the good faith determination of the Borrower, are reasonably necessary or advisable in connection with such Permitted Product Transaction or Permitted Royalty Transaction, (h) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture, (i) any encumbrance or restriction contained in secured Indebtedness otherwise permitted to be incurred hereunder to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness or contained in any agreements with respect to any Permitted Chinese Indebtedness and (j) customary any encumbrances or restrictions of the type referred to in respect the immediately preceding clauses (a) through (i) above (excluding clause (b)) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of Intellectual Property the contracts, instruments or obligations referred to such immediately preceding clauses (a) through (i) above (excluding clause (b)); provided that such encumbrances and restrictions contained in licenses any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or sublicenses ofrefinancing are, in the good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or other grants refinancing, no Loan Party nor any of rights to use Borrower’s Subsidiaries shall enter into any agreement prohibiting the creation or exploitassumption of any Lien upon any of its properties or assets, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Lienswhether now owned or hereafter acquired securing the Obligations.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly or indirectly, enter Enter into, incur or permit to exist exist, any agreement Contractual Obligation that (a) encumbers or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Domestic Subsidiary to create, incur or permit to exist any Lien upon any of pledge its assets, whether now owned or hereafter acquired, Property to secure the Obligations or any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law renewals, refinancings, exchanges, refundings or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of except for (i) any Subsidiary document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that is not a wholly-owned Subsidiary any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(i), provided that any such restriction contained therein relates only to the Equity Interests in Specified Real Property, (iii) any Person Permitted Lien or any document or instrument governing any Permitted Lien, provided that is not a Subsidiaryany such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint ventureagreement relating to the sale of any property permitted under Section 8.3(b) pending the consummation of such sale, shareholders’ (v) any document or similar agreement or, in the case of clause (iiinstrument governing Indebtedness incurred pursuant to Section 8.1(l), (vi) any document or instrument governing any Securitization Transaction, provided that any such restriction relates only to the applicable Securitization Receivables actually sold, conveyed or otherwise contributed pursuant to such Securitization Transaction and (vii) customary restrictions contained in any agreement or instrument relating to Indebtedness of such Personcontract, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or licensegovernmental approval, permitting to exist any Lien on the assets leased consent, license or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements permit obtained and entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses provided that any such restriction relates only to such contract, lease or sublicenses ofgovernmental approval, consent, license or other grants of rights to use or exploit, such Intellectual Propertyand permit, (kb) [reserved]encumbers or restricts the ability of the Borrower or any Domestic Subsidiary to act as a Credit Party pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (lc) [reserved], and (m) restrictions constituting Permitted Liensrequires the grant of any security for any obligation if such property is given as security for the Obligations.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date date hereof identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement oragreement, provided, in the case of clause (ii)each case, in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(f) or 6.1(n) or governing Liens permitted by Section 6.2(d), 6.2(l), 6.2(o), 6.2(p)(i) or 6.2(q) or by clause (c), (d) or (m) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness assumed in reliance on Section 6.1(g)(i) or Refinancing Indebtedness in respect thereof incurred in reliance on Section 6.1(g)(ii), provided that such restrictions and conditions apply only to Persons that are permitted under such Sections to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in nonexclusive licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Second Lien Indebtedness Document or, any Permitted Subordinated Indebtedness Document, in each case, as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) [reserved]restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1(e), 6.1(g) (other than in respect of existing Indebtedness assumed in reliance thereon), 6.1(h), 6.1(i) or 6.1(o) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents and (m) restrictions constituting Permitted Liensand conditions contained in any Bridge Credit Document. Nothing in this Section 6.3 shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.10, 5.11 or 5.12 or under the Collateral Documents.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date date hereof identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement oragreement, provided, in the case of clause (ii)each case, in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(f) or 6.1(n) or governing Liens permitted by Section 6.2(d), 6.2(l), 6.2(o), 6.2(p)(i) or 6.2(q) or by clause (c), (d) or (m) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness assumed in reliance on Section 6.1(g)(i) or Refinancing Indebtedness in respect thereof incurred in reliance on Section 6.1(g)(ii), provided that such restrictions and conditions apply only to Persons that are permitted under such Sections to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in nonexclusive licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted First Lien Indebtedness Document, Permitted Second Lien Indebtedness Document or any Permitted Subordinated Indebtedness Document, in each case, as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) [reserved]restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1(e), 6.1(g) (other than in respect of existing Indebtedness assumed in reliance thereon), 6.1(h), 6.1(i) or 6.1(o) to the extent, in the good faith judgment of the Borrower, such restrictions and (m) conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions constituting Permitted Liensand conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents. Nothing in this Section 6.3 shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.10, 5.11 or 5.12 or under the Collateral Documents.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary willAssume or become, directly or indirectly, enter into, incur or permit any of its Subsidiaries to exist assume or become, subject to any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, to secure any Borrower Obligations; provided that , except (i) pursuant to this Agreement and the foregoing shall not apply to other Loan Documents, (aii) restrictions and conditions imposed by applicable law or by any Credit Documentexisting on the Effective Date, (biii) pursuant to any document or instrument governing Debt incurred pursuant to Section 5.02(d)(iii); provided that any such restrictions apply only to the assets securing such Debt, (iv) in connection with any Permitted Lien or Lien permitted under Section 5.02(a) or any document or instrument governing any Permitted Lien or such other Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions contained in agreements relating to the sale of assets that are applicable solely pending such sale, provided that such restrictions and conditions existing on apply only to the Closing Date identified on Schedule 6.3assets to be sold, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing vi) restrictions imposed by agreements relating to Debt of any Indebtedness containing Subsidiary in existence at the time such restriction or condition)Subsidiary became a Subsidiary, provided, (vii) customary provisions in each case, that leases and other agreements restricting the scope of any such restriction or condition shall not have been expanded as a result assignment thereof, (cviii) in the case of (i) any Subsidiary that is not a whollyWholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Owned Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary its organizational documents or such other Person or contained in any related joint venture, shareholders’ venture or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, agreement; provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or and (ix) restrictions imposed by the definitive documentation related to the Equity Interests in Company’s 5.75% unsecured notes due 2026 and any refinancing thereof on terms substantially similar to such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensunsecured notes.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly Directly or indirectly, enter into, incur or permit to exist any agreement Contractual Obligation (other than any Loan Document or other arrangement any Permitted Pari Passu Provision) that prohibits, restricts or imposes any condition upon the ability of the Borrower (a) any Borrower, any Qualified Asset Owner or any Subsidiary other Loan Party to create, incur or permit to exist any Lien upon any of its assetsproperty or assets (including the Capital Stock owned by such Borrower or such Loan Party), whether now owned (b) any Borrower or hereafter acquired, Subsidiary to secure make Restricted Payments to the Parent Borrower or any Obligationsother Loan Party or to make or repay loans or advances to the Parent Borrower or any other Loan Party or to guarantee Indebtedness of the Parent Borrower or any other Loan Party or (c) any Borrower or any Subsidiary to otherwise transfer (including by way of a pledge) property to a Borrower or a Loan Party; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit DocumentRequirements of Law, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is foregoing shall not a Subsidiary, apply to customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument agreements relating to Indebtedness the sale of a Subsidiary pending such Personsale, provided in each case that such restrictions and conditions apply only to the Subsidiary that is to be sold and such Subsidiary and sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Equity Interests in such Subsidiary Qualified Asset or to the Equity Interests in such other Person, as applicableCapital Stock of any Loan Party or any Qualified Asset Owner), (div) [reserved], (ev) [reserved], (f) [reserved], (g) [reserved], (h) the foregoing shall not apply to restrictions and or conditions imposed by customary provisions in leases, licenses joint venture agreements and other similar agreements restricting the assignment thereof or, in the case of any lease or license, permitting applicable to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (jvi) the foregoing shall not apply to restrictions or conditions that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets subject thereto, (vii) clause (a) of the foregoing shall not apply to customary restrictions or conditions restricting assignment of any agreement entered into in respect the ordinary course of business, (viii) the foregoing shall not apply to provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses of, or other grants by the Parent Borrower and its Subsidiaries of rights to use or exploit, such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (k) [reserved], (l) [reserved]in which case such restriction shall relate only to such Intellectual Property), and (mix) the foregoing shall not apply to restrictions constituting Permitted Lienson cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly of its Subsidiaries shall create or indirectly, enter into, incur otherwise cause or permit suffer to exist or become effective any agreement prohibiting the creation or other arrangement that prohibits, restricts or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its or its Subsidiaries’ properties or assets, whether now owned or hereafter acquired, other than (i) any agreement evidencing Indebtedness secured by Liens permitted by this Agreement, as to secure the assets securing such Indebtedness, (ii) any Obligations; provided that agreement evidencing an asset sale, lease or license as to the foregoing shall not apply to assets being sold, leased or licensed, (aiii) restrictions and conditions imposed by law arising under this Agreement and the other Loan Documents or by any Credit Documentthe Existing Indenture and the notes issued thereunder, (biv) restrictions and conditions existing on arising under any indenture entered into by the Borrower and any Co-Issuer Subsidiary after the Closing Date identified on Schedule 6.3in respect of one or more debt issuances by the Borrower and any Co-Issuer Subsidiary of up to $500,000,000 in the aggregate for all such debt issuances, (v) customary provisions in licenses, governmental permits, leases and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that other contracts restricting the scope of any such restriction or condition shall not have been expanded as a result assignment thereof, (cvi) customary provisions in joint venture agreements relating solely to the case of respective Joint Venture or the Securities therein, (ivii) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ agreements existing at the time of (and not created in contemplation of) the acquisition of any Person or similar agreement or, in the case assets (including agreements governing Indebtedness permitted pursuant to clauses (iv) and (v) of clause (iiSubsection 6.1), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary the Person or to the Equity Interests in such other Person, as applicableassets so acquired, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (hviii) restrictions and conditions imposed by customary provisions in leases, licenses any Government Authority and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (iix) restrictions on cash under an agreement governing Indebtedness of a Foreign Subsidiary incurred in compliance with Subsection 6.1 if such restriction applies only to assets of such Foreign Subsidiary or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensany Subsidiary thereof.

No Further Negative Pledges. Neither the Borrower No Credit Party nor any Subsidiary will, directly or indirectly, of its Restricted Subsidiaries shall enter into, incur or permit to exist into any agreement prohibiting the creation or other arrangement that prohibits, restricts or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any the Obligations; provided that the foregoing shall not apply , except with respect to (a) restrictions and conditions imposed by law or by any Credit Documentidentified on Schedule 6.03 hereto, (b) restrictions this Agreement and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereofother Credit Documents, (c) any agreements governing any purchase money Liens or Capital Lease obligations otherwise permitted hereby, if the prohibition or limitation therein is only effective against the assets financed thereby, (d) agreements for the benefit of the holders of Liens described in Section 6.02(n) and applicable solely to the case of property subject to such Lien, (ie) any Subsidiary other agreement that is does not a wholly-owned Subsidiary or (ii) the Equity Interests restrict in any Person manner (directly or indirectly) Liens created pursuant to the Credit Documents on any Collateral securing the Obligations and that is does not a Subsidiaryrequire 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 Credit Party to secure the Obligations, (f) covenants in any Indebtedness permitted pursuant to Section 6.01(c) to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions imposed by in the Organizational Credit Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause Indebtedness of any Restricted Subsidiary that is not a Credit Party, are imposed solely on Restricted Subsidiaries that are not Credit Parties, and (g) any prohibition or limitation that (i) exists pursuant to applicable law, (ii), ) consists of customary restrictions and conditions contained in any agreement or instrument relating to Indebtedness the sale of any property permitted under Section 6.08 pending the consummation of such Person, provided in each case that such restrictions and conditions apply only sale solely with respect to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicableproperty being disposed of, (diii) [reserved]restricts subletting or assignment of any lease governing a leasehold interest of a Borrower or a Restricted Subsidiary, (iv) exists in any agreement in effect at the time such Restricted Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, or (v) is imposed by any amendments or refinancings that are otherwise permitted by the Credit Documents of the contracts, instruments or obligations referred to in clauses (a), (c), (e) [reserved]), (f) [reserved]or (g)(iv); provided that such amendments and refinancings are, (g) [reserved]taken as a whole, no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing and (h) restrictions and conditions imposed by customary provisions in leases, licenses Joint Venture agreements and other similar agreements restricting the assignment thereof or, in the case of any lease or license, permitting applicable to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements Joint Ventures and applicable solely to such Joint Venture entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly Directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary other Loan Party to create, incur or permit to exist any Lien upon any of its assetsproperty or assets (including the Capital Stock owned by the Borrower or such Loan Party), whether now owned or hereafter acquired, (b) the ability of any Loan Party to secure pay dividends or other distributions with respect to any Obligationsshares of its Capital Stock or to make or repay loans or advances to the Borrower or any other Loan Party or to guarantee Indebtedness of the Borrower or any other Loan Party; provided that (i) the foregoing shall not apply to (a) restrictions and conditions imposed by law Requirements of Law or by any Credit Documentthis Agreement, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is foregoing shall not a Subsidiary, apply to customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument agreements relating to Indebtedness the sale of a Subsidiary pending such Personsale, provided in each case that such restrictions and conditions apply only to the Subsidiary that is to be sold and such Subsidiary and sale is permitted hereunder (including, if applicable, in accordance with Section 8.15), (iii) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Equity Interests in such Subsidiary Qualified Asset or to the Equity Interests in such other Person, as applicableCapital Stock of any Guarantor), (div) [reserved]the foregoing shall not apply to restrictions that are binding on an Other Guarantor at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ev) [reserved], (f) [reserved], (g) [reserved], (h) the foregoing shall not apply to restrictions and or conditions imposed by customary provisions in leases, licenses joint venture agreements and other similar agreements restricting the assignment thereof or, in the case of any lease or license, permitting applicable to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed Joint Ventures permitted by customers, suppliers or landlords under agreements Section 9.10 applicable solely to such Joint Venture and entered into in the ordinary course of business, (jvi) the foregoing shall not apply to restrictions or conditions that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets subject thereto, (vii) clause (a) of the foregoing shall not apply to customary restrictions or conditions restricting assignment of any agreement entered into in respect the ordinary course of business, (viii) the foregoing shall not apply to provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses of, or other grants by the Borrower and its Subsidiaries of rights to use or exploit, such Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (k) [reserved], (l) [reserved]in which case such restriction shall relate only to such Intellectual Property), and (mix) the foregoing shall not apply to restrictions constituting Permitted Lienson cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

No Further Negative Pledges. Neither the Borrower nor Holdings will not, and will not permit any Subsidiary willto, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts restrict or imposes any condition upon the ability of the Borrower Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date date hereof identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof 6.3 (including but shall apply to any such extension or renewal arising as a result of an extensionof, renewal or refinancing of any Indebtedness containing amendment or modification expanding the scope of, any such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the its Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Personagreement, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicableSubsidiary, (d) [reserved]restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.1(a)(vi) or 6.01(a)(vii) if such restrictions or conditions apply only to the assets securing such Indebtedness, (e) [reserved]restrictions or conditions imposed by any agreement relating to Indebtedness permitted by Sections 6.1(a)(ix), 6.1(a)(x), 6.1(xi) and 6.1(a)(xvi), provided that such restrictions or conditions do not conflict with the obligations of the Credit Parties hereunder and under the other Credit Documents with respect to the Collateral, including obligations to create Liens to secure the Obligations, (f) [reserved], (g) [reserved], (h) restrictions and or conditions imposed by customary provisions in leases, subleases, licenses and sublicenses and other agreements (other than any CVR Intercompany Agreement) restricting the assignment thereof orthereof, (g) customary restrictions and conditions contained in 109 agreements relating to the case sale or other disposition of any lease assets permitted under Section 6.8 that are applicable solely pending consummation of such sale or licenseother dispositions, permitting provided that such restrictions and conditions apply only to exist any Lien on the such assets leased and such sale or licensed thereunderother disposition is permitted hereunder, and (ih) restrictions on or encumbrances in respect of cash or other deposits or net worth covenants imposed by customers, suppliers or landlords customers under agreements contracts entered into in the ordinary course of business, (j) customary restrictions . Nothing in respect this Section 6.3 shall be deemed to modify the requirements set forth in the definition of Intellectual Property contained in licenses the term “Collateral and Guarantee Requirement” or sublicenses of, the obligations of the Credit Parties under Sections 5.10 and 5.11 or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensunder the Collateral Documents.

No Further Negative Pledges. Neither Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted sale, disposition or other transfer, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Borrower nor ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions as of the Closing Date identified on Schedule 6.3, (d) restrictions on the Equity Interests of Non-Recourse Subsidiaries in any Subsidiary willNon-Recourse Project Indebtedness documentation or other Indebtedness documentation of Non-Recourse Subsidiaries, directly (e) [reserved], (f) restrictions contained in any Credit Document, Senior 2023 Notes Document, Senior 2025 Notes Document, or indirectlyCredit Document (as defined in the Existing Term Credit Agreement), enter intoin each case as in effect on the Closing Date, incur or permit to exist in any Existing Term Loan Refinancing Document (or in any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability document evidencing Refinancing Indebtedness in respect of the Borrower Indebtedness established by any of the foregoing (or, in the case of the Indebtedness established under the Credit Documents, any Credit Agreement Refinancing Indebtedness); provided that the restrictions and conditions contained in any such agreement or other document are not less favorable in any material respect to the Lenders than the restrictions and conditions imposed by the agreements or other documents in respect of the Indebtedness being refinanced) and (g) restrictions on Non-Recourse Subsidiaries described in Section 6.2(q), no Credit Party or any Subsidiary to create, incur of its Subsidiaries (other than any Non-Recourse Subsidiary) shall enter into any agreement prohibiting the creation or permit to exist assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any the Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.

No Further Negative Pledges. Neither Each of the Borrower and HAI shall not, nor shall it permit any Subsidiary will, directly or indirectlyto, enter into, incur assume or permit become subject to exist any agreement (a) prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, in favor of the Administrative Agent (for the benefit of the Lenders) to secure any the Loan Party Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on requiring the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing grant of any Indebtedness containing security for such restriction or condition)obligation if security is given for some other obligation, provided, except in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or pursuant to this Loan Agreement and the other Loan Documents, (ii) pursuant to any Other Senior Debt, (iii) pursuant to the Equity Interests Note Purchase Agreement or the Existing Facility (and any refinancing of the Existing Facility with a revolving credit facility containing restrictions similar to those contained in the Existing Facility), (iv) pursuant to any Person agreements or documents evidencing any other Indebtedness that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (iipermitted to be incurred under Section 5.10(e), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], or (h) so long as such prohibitions and restrictions and conditions imposed by under the agreements or documents evidencing such Indebtedness are customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunderfor such Indebtedness, (iv) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vi) pursuant to any agreement relating to Property of a Subsidiary that is in effect at the time such Person becomes a Subsidiary (provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary), (vii) in connection with any restrictions on cash with respect to a Subsidiary imposed pursuant to a customary agreement that has been entered into in connection with the disposition of all or deposits substantially all of the Capital Stock or net worth covenants imposed by customersassets of such Subsidiary otherwise permitted hereunder, and (viii) pursuant to agreements with suppliers to HAI or landlords under agreements any Subsidiary, entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights relating to use or exploit, any inventory supplied by such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Lienssuppliers.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e) or 6.1(t) or governing Liens permitted by Section 6.2(l) or 6.2(o) or by clause (c), (d), (j), (q) or (r) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in leases, licenses respect of such Indebtedness and other agreements restricting are not less favorable to the assignment thereof Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any lease or licenseRefinancing Indebtedness, permitting to exist any Lien on by the assets leased or licensed thereunder, (iapplicable Original Indebtedness) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in at the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, time such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.Indebtedness first became subject to

No Further Negative Pledges. Neither Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale or other sale or disposition of property not constituting an Asset Sale and permitted hereunder; (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and other agreements entered into in the Borrower nor ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (c) restrictions imposed by the Senior Secured Credit Documents or the Senior Subordinated Notes Documents; (d) restrictions and conditions applicable to any Subsidiary willacquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, directly were not created in anticipation of such acquisition and apply solely to such acquired Subsidiary; (e) restrictions contained in any agreements evidencing Indebtedness permitted by Section 6.1(b)(xii) and applying solely to such Subsidiary and its Subsidiaries; (f) restrictions existing on the Closing Date; (g) restrictions in agreements entered into in connection with the incurrence of Permitted Liens, to the extent they condition, prohibit or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon limit the ability of the Borrower Agents or the Lenders from obtaining a Lien on the property, rights and assets subject to such Permitted Lien; and (h) restrictions imposed in connection with any Subsidiary to createReceivables Program, incur no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or permit to exist assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary willAssume or become, directly or indirectly, enter into, incur or permit any of its Subsidiaries to exist assume or become, subject to any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, to secure any Borrower Obligations; provided that , except (i) pursuant to this Agreement and the foregoing shall not apply to other Loan Documents, (aii) restrictions and conditions imposed by applicable law or by any Credit Documentexisting on the Effective Date, (biii) pursuant to any document or instrument governing Debt incurred pursuant to Section 5.02(d)(iii); provided that any such restrictions apply only to the assets securing such Debt, (iv) in connection with any Permitted Lien or Lien permitted under Section 5.02(a) or any document or instrument governing any Permitted Lien or such other Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions contained in agreements relating to the sale of assets that are applicable solely pending such sale, provided that such restrictions and conditions existing on apply only to the Closing Date identified on Schedule 6.3assets to be sold, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing vi) restrictions imposed by agreements relating to Debt of any Indebtedness containing Subsidiary in existence at the time such restriction or condition)Subsidiary became a Subsidiary, provided, (vii) customary provisions in each case, that leases and other agreements restricting the scope of any such restriction or condition shall not have been expanded as a result assignment thereof, (cviii) in the case of (i) any Subsidiary that is not a whollyWholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Owned Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary its organizational documents or such other Person or contained in any related joint venture, shareholders’ venture or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, agreement; provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or and (ix) restrictions imposed by the definitive documentation related to the Equity Interests in Borrower’s 7.25% unsecured notes due 2017 and any refinancing thereof on terms substantially similar to such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensunsecured notes.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date date hereof identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the agreements and documents governing Indebtedness of such Person or by its Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement, provided, in each case, that such restrictions and conditions apply only to the Equity Interests in such Person, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by 118 [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] Section 6.1(e) or governing Liens permitted by Section 6.2(h) or by clause (c) or (d) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by any agreement or document governing Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of clause any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (ii)f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.7, (g) restrictions and conditions imposed by any agreement or instrument relating to document governing Indebtedness of such Personany Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved]Restricted Subsidiary, (h) restrictions and conditions imposed by any Permitted Supply & Offtake Agreement, provided that the Permitted Supply & Offtake Agreement Consent obtained in respect of such Permitted Supply & Offtake Agreement permits, or renders such restrictions ineffective with respect to, Liens arising or created under the Credit Documents, (i) restrictions and conditions imposed by any agreement or document governing any Permitted Revolving/LC Facility or, on and after the Drop Down Date, the Existing IDB Credit Agreement, provided that such restrictions and conditions do not conflict with the obligations of the Credit Parties set forth herein or in the other Credit Documents and, in the case of any such restrictions or conditions imposed, whether prior to or after the Drop Down Date, by the Existing IDB Credit Agreement, such restrictions and conditions taken as a whole are not less favorable to the Lenders in any material respect than the restrictions and conditions imposed by the Existing IDB Credit Agreement (as modified by the Consent and Amendment Documents) as of the Closing Date, (j) restrictions and conditions imposed by any agreement or document governing any Indebtedness permitted by Section 6.1(l) or 6.1(m), provided that such restrictions and conditions do not conflict with the obligations of the Credit Parties set forth herein or in the other Credit Documents, (k) restrictions and conditions imposed by any Permitted Commodity Hedge Agreement, provided that such restrictions do not prohibit Liens arising or created under the Credit Documents, and (l) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into . Nothing in this Section 6.3 shall be deemed to modify the requirements set forth in the ordinary course definition of businessthe term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.10, (j) customary restrictions in respect of Intellectual Property contained in licenses 5.11 or sublicenses of, 5.12 or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensunder the Collateral Documents.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly Create or indirectly, enter into, incur otherwise cause or permit suffer to exist or become effective any agreement encumbrance or other arrangement that prohibits, restricts or imposes any condition upon restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Borrower or any other Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit DocumentBorrower, (b) restrictions and conditions existing on pay any Indebtedness or other obligation to the Closing Date identified on Schedule 6.3Borrower or any other Subsidiary of the Borrower, and amendments(c) make loans, modificationsadvances or capital contributions to the Borrower or any other Subsidiary of the Borrower, extensions and renewals thereof (including d) sell, lease or otherwise transfer any such extension of its properties or renewal arising assets to the Borrower or any other subsidiary of the Borrower, or (e) act as a result Guarantor or xxxxx x Xxxx on or a pledge of an extensionits assets in connection with Indebtedness under the Credit Documents, renewal or refinancing of any Indebtedness containing such restriction or condition), providedexcept, in each case, that the scope of any for such restriction encumbrances or condition shall not have been expanded as a result thereof, (c) in the case restrictions existing under or by reason of (i) any Subsidiary that is not a wholly-owned Subsidiary or this Credit Agreement and the other Credit Documents; (ii) pursuant to the Equity Interests terms of any Indebtedness in respect of purchase money obligations permitted by Section 8.03(g) to the extent such limitations relate only to the property that is the subject of such financing; (iii) applicable law; (iv) pursuant to the terms of any existing Indebtedness as in effect on the date hereof and refinancings, refunding, renewals or extensions thereof permitted under the Credit Agreement; (v) purchase and sale agreements limiting the transfer of the subject assets pending closing; (vi) agreements relating to assets acquired by the Borrower or a Subsidiary in a transaction permitted under the Credit Agreement; provided that such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than the assets so acquired; (vii) any agreement in effect with respect to a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower; provided that such agreement existed at the time of such acquisition and was not put into place in anticipation of such acquisition and is not applicable to any Person that is not a Subsidiary, restrictions and conditions imposed by other than the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause so acquired; (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (dviii) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions restricting subletting, assignments or other transfers in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements contracts entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], ; and (mix) restrictions constituting Permitted Liensagreements with respect to Indebtedness secured by Liens permitted by Section 8.01 that restrict the ability to transfer the assets securing such Indebtedness.”

No Further Negative Pledges. Neither Each of the Borrower Credit Parties will not, nor will it permit any Subsidiary will, directly or indirectlyto, enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure or requiring the grant of any Obligations; provided that the foregoing shall not apply to security for such obligation if security is given for some other obligation, except (a) restrictions pursuant to this Agreement and conditions imposed by law or by any the other Credit DocumentDocuments, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including pursuant to any such extension document or renewal arising as a result of an extension, renewal or refinancing of any instrument governing Indebtedness containing such restriction or conditionincurred pursuant to Section 6.1(c), provided, in each case, PROVIDED that the scope of any such restriction contained therein relates only to the asset or condition shall not have been expanded as a result thereofassets constructed, improved or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, PROVIDED that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to an agreement in effect at or entered into on the Closing Date and reflected on SCHEDULE 6.9 hereto together with any amendment to such agreement or any replacement agreement thereto (to the extent permitted hereunder) so long as any such amendment or replacement agreement is not more disadvantageous to the Credit Parties or any of their Subsidiaries, as the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii)may be, in any material respect than the original agreement or instrument as in effect on the Closing Date, (e) pursuant to an agreement relating to any Indebtedness issued by a Subsidiary acquired in a Permitted Acquisition on or prior to the consummation of such PersonPermitted Acquisition (other than Indebtedness issued in contemplation of such Permitted Acquisition), provided (f) customary non-assignment provisions in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary leases or licenses governing leasehold interests or licenses, as applicable, to the Equity Interests in extent such other Personprovisions restrict the transfer of the lease or license, as applicable, (dg) [reserved]pursuant to any sale agreement entered into in connection with any Asset Disposition permitted hereunder and (h) pursuant to any agreement evidencing Indebtedness permitted by Sections 6.1(b), (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property), (k) [reserved]), (l) [reserved]n), and (m) restrictions constituting Permitted Liensp).

No Further Negative Pledges. Neither Each of the Borrower Credit Parties will not, nor will it permit any Subsidiary will, directly or indirectlyto, enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure or requiring the grant of any Obligations; provided that the foregoing shall not apply to security for such obligation if security is given for some other obligation, except (a) restrictions pursuant to this Agreement and conditions imposed by law or by any the other Credit DocumentDocuments, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereofpursuant to applicable law, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (d) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the case asset or assets subject to such Permitted Lien, (e) pursuant to any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (i) any Subsidiary that except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not a wholly-owned Subsidiary applicable to any Person, or (ii) the Equity Interests in properties or assets of any Person that is not a SubsidiaryPerson, restrictions and conditions imposed by other than the Organizational Documents Person, or the property or assets of such Subsidiary or such other Person or contained in any related joint venturethe Person, shareholders’ or similar agreement orso acquired; provided, in the case of clause (ii)Indebtedness, in any agreement or instrument relating such Indebtedness was permitted by the terms of this Agreement to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved]be incurred, (f) [reserved]to the extent permitted by Section 6.4(b), pursuant to any agreement for the sale or other disposition of Capital Stock or assets of a Subsidiary or an agreement entered into for the sale of specified assets that restrict distributions by that Subsidiary pending such sale, (g) [reserved], (h) restrictions and conditions imposed by customary non-assignment provisions in leases, contracts, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of businessbusiness and consistent with past practices, (jh) customary restrictions in other Indebtedness incurred in compliance with Section 6.1; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Borrower’s board of directors, no more materially restrictive with respect of Intellectual Property to such encumbrances and restrictions than those contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved]this Agreement, and (mi) any encumbrances or restrictions constituting Permitted Liensimposed by any amendments, modifications restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (h) above; provided, that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the board of directors of the Borrower, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. Neither the Borrower The Credit Parties will not, nor will they permit any Subsidiary will, directly or indirectlyto, enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, to secure or requiring the grant of any Obligations; provided that the foregoing shall not apply to security for such obligation if security is given for some other obligation, except (a) restrictions pursuant to this Agreement and conditions imposed by law or by any Credit Documentthe other Loan Documents, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including pursuant to any such extension document or renewal arising as a result of an extension, renewal or refinancing of any instrument governing Indebtedness containing such restriction or conditionincurred pursuant to Section 8.1(c), providedSection 8.1(f), in each caseSection 8.1(g), that the scope of Section 8.1(h) or Section 8.1(j); provided that, other than with respect to Section 8.1(j), any such restriction or condition shall not have been expanded as a result thereofcontained therein relates only to the asset securing such Indebtedness, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the case of asset or assets subject to such Permitted Lien; (id) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, customary restrictions and conditions imposed by contained in agreements relating to the Organizational Documents sale of such a Subsidiary or assets pending such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Personsale, provided in each case that such restrictions and conditions apply only to the Subsidiary that is, or the assets that are, to be sold and such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved]sale is permitted hereunder, (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements contracts restricting the assignment thereof orassignment, subletting or encumbrance thereof, (f) restrictions and conditions in any indenture, agreement, document, instrument or other arrangement relating to the case assets or business of any lease Subsidiary existing prior to the consummation of a Permitted Acquisition in which such Subsidiary was acquired (and not created in contemplation of such Permitted Acquisition, (g) contractual encumbrances or licenserestrictions in effect as of the date hereof and set forth on Schedule 8.12 to the Disclosure Letter (but shall apply to any extension or renewal of, permitting or any amendment or modification expanding the scope of, any such restriction or condition), (h) customary provisions in joint ventures agreements (and other similar agreements) (provided that such provisions apply only to exist any Lien on the assets leased or licensed thereundersuch joint venture and to Equity Interests in such joint venture), (i) restrictions on cash or other deposits or net worth covenants imposed by customers, suppliers customers of the Borrower or landlords any Subsidiary under agreements contracts entered into in the ordinary course of business, (j) customary restrictions under any arrangement with any Governmental Authority imposed on any Foreign Subsidiary in respect of Intellectual Property contained in licenses connection with governmental grants, financial aid, tax holidays or sublicenses of, similar benefits or other grants of rights to use or exploit, such Intellectual Propertyeconomic interests, (k) [reserved]restrictions imposed by applicable law or any applicable rule, (l) [reserved]regulation, and (m) restrictions constituting Permitted Liensorder, license, permit, grant or similar restriction.

No Further Negative Pledges. Neither the Borrower Parent nor any Subsidiary of its Restricted Subsidiaries will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower Parent or any Subsidiary of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the date hereof and restrictions and conditions set forth in the ABL Credit Agreement as of the Closing Date identified on Schedule 6.3Date, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-wholly owned Subsidiary or (ii) the Equity Interests in Capital Stock of any Person that is not a Subsidiary or that is an Unrestricted Subsidiary, restrictions and conditions imposed by the any agreement or document governing Indebtedness of such Subsidiary, Person or Unrestricted Subsidiary or by its Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Personagreement, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in Capital Stock of such Subsidiary or to the Equity Interests in Capital Stock of such other PersonPerson or Unrestricted Subsidiary, as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.2(r) or governing Liens permitted by clause (d), (e), (g), (i), (r), (s) or (y) of the definition of the term “Permitted Liens”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.2(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any refunding Indebtedness in respect thereof incurred pursuant to Section 6.2(m), by the applicable Indebtedness originally incurred under Section 6.2(f)) at the time such Indebtedness first became subject to Section 6.2, (f) [reserved]in connection with the sale of any Capital Stock of a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.4, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, and (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into . Nothing in this Section 6.9 shall be deemed to modify the requirements set forth in the ordinary course definition of businessthe term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.9, (j) customary restrictions in respect of Intellectual Property contained in licenses 5.10 or sublicenses of, 5.11 or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensunder the Collateral Documents.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the DMFIRM #406105327 v2 157 other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Term Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) [reserved]restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted LiensLiens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted DMFIRM #406105327 v12 182 Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Term Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) [reserved]restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted Liens.Liens and (n) DMFIRM #406105327 v12 183

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any 183 ​ agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Term Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) [reserved]restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted LiensLiens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly Create or indirectly, enter into, incur otherwise cause or permit suffer to exist or become effective any agreement encumbrance or other arrangement that prohibits, restricts or imposes any condition upon restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits to the Borrower or any other Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit DocumentBorrower, (b) restrictions and conditions existing on pay any Indebtedness or other obligation to the Closing Date identified on Schedule 6.3Borrower or any other Subsidiary of the Borrower, and amendments(c) make loans, modificationsadvances or capital contributions to the Borrower or any other Subsidiary of the Borrower, extensions and renewals thereof (including d) sell, lease or otherwise transfer any such extension of its properties or renewal arising assets to the Borrower or any other subsidiary of the Borrower, or (e) act as a result Guarantor or gxxxx x Xxxx on or a pledge of an extensionits assets in connection with Indebtedness under the Credit Documents, renewal or refinancing of any Indebtedness containing such restriction or condition), providedexcept, in each case, that the scope of any for such restriction encumbrances or condition shall not have been expanded as a result thereof, (c) in the case restrictions existing under or by reason of (i) any Subsidiary that is not a wholly-owned Subsidiary or this Credit Agreement and the other Credit Documents; (ii) pursuant to the Equity Interests terms of any Indebtedness in respect of purchase money obligations permitted by Section 6.3(g) to the extent such limitations relate only to the property that is the subject of such financing; (iii) applicable law; (iv) pursuant to the terms of any existing Indebtedness as in effect on the date hereof and refinancings, refunding, renewals or extensions thereof permitted under this Agreement; (v) purchase and sale agreements limiting the transfer of the subject assets pending closing; (vi) agreements relating to assets acquired by the Borrower or a Subsidiary in a transaction permitted under this Agreement; provided that such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than the assets so acquired; (vii) any agreement in effect with respect to a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Borrower; provided that such agreement existed at the time of such acquisition and was not put into place in anticipation of such acquisition and is not applicable to any Person that is not a Subsidiary, restrictions and conditions imposed by other than the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause so acquired; (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (dviii) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions restricting subletting, assignments or other transfers in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements contracts entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], ; and (mix) restrictions constituting Permitted Liens.agreements with respect to Indebtedness secured by Liens permitted by Section 6.1 that restrict the ability to transfer the assets securing such Indebtedness. 104

No Further Negative Pledges. Neither Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale or other sale or disposition of property not constituting an Asset Sale and permitted hereunder; (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and other agreements entered into in the Borrower nor ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (c) restrictions imposed by the Senior Secured Note Documents, the New Senior Subordinated Notes Documents or any documents relating to any Permitted Refinancing of any Convertible Securities; (d) restrictions and conditions applicable to any Subsidiary willacquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, directly were not created in anticipation of such acquisition and apply solely to such acquired Subsidiary; (e) restrictions contained in any agreements evidencing Indebtedness permitted by Section 6.1(l) and applying solely to such Subsidiary and its Subsidiaries; (f) restrictions disclosed in Schedule 6.3 of the Disclosure Letter; (g) restrictions in agreements entered into in connection with the incurrence of Permitted Liens, to the extent they condition, prohibit or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon limit the ability of the Borrower Agents or the Lenders from obtaining a Lien on the property, rights and assets subject to such Permitted Lien; and (h) restrictions imposed in connection with Permitted Securitizations or sales of receivables permitted by Section 6.8(d) or Section 6.8(e), no Credit Party nor any Subsidiary to create, incur of its Subsidiaries shall enter into any agreement prohibiting the creation or permit to exist assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.

No Further Negative Pledges. Neither Each of the Borrower Credit Parties will not, nor will it permit any Subsidiary will, directly or indirectlyto, enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure or requiring the grant of any Obligations; provided that the foregoing shall not apply to security for such obligation if security is given for some other obligation, except (a) restrictions pursuant to this Agreement and conditions imposed by law or by any the other Credit DocumentDocuments, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including pursuant to any such extension document or renewal arising as a result of an extension, renewal or refinancing of any instrument governing Indebtedness containing such restriction or conditionincurred pursuant to Section 6.1(c), provided, in each case, ; provided that the scope of any such restriction contained therein relates only to the asset or condition shall not have been expanded as a result thereofassets constructed or acquired in connection therewith, (c) pursuant to the Senior Indenture and the Convertible Notes Indenture, as each of the foregoing are in effect on the case Effective Date, (d) pursuant to any document governing Indebtedness of a Foreign Subsidiary (iother than the Dutch Borrower and Alliance AG) constituting local lines of credit permitted pursuant to Section 6.1(l) may contain such prohibitions or restrictions which are applicable only to such Foreign Subsidiaries and their Subsidiaries (but not applicable to the assets of the Dutch Borrower or Alliance AG or the equity interests in any Material Foreign Subsidiary), (e) such prohibitions or restrictions affecting one or more Immaterial Subsidiaries, (f) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (g) any Subsidiary that instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not a wholly-owned Subsidiary applicable to any Person, or (ii) the Equity Interests in properties or assets of any Person that is not a SubsidiaryPerson, restrictions and conditions imposed by other than the Organizational Documents Person, or the property or assets of such Subsidiary or such other Person or contained in any related joint venturethe Person, shareholders’ or similar agreement orso acquired; provided that, in the case of clause (ii)Indebtedness, in any agreement or instrument relating such Indebtedness was otherwise permitted to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved]be incurred hereunder, (h) restrictions and conditions imposed by customary non-assignment provisions in leases, contracts and licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of businessbusiness in respect of such contract or license, as the case may be, (i) purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions on the property purchased or leased, and (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, any agreement for the sale or other grants disposition of rights to use a Subsidiary that restricts distributions by that Subsidiary pending its sale or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensother disposition.

No Further Negative Pledges. Neither the Borrower Parent nor any Subsidiary of its Restricted Subsidiaries will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower Parent or any Subsidiary of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3date hereof (including such restrictions set forth in the ABL Credit Agreement), and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-wholly owned Subsidiary or (ii) the Equity Interests in Capital Stock of any Person that is not a Subsidiary or that is an Unrestricted Subsidiary, restrictions and conditions imposed by the any agreement or document governing Indebtedness of such Subsidiary, Person or Unrestricted Subsidiary or by its Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Personagreement, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in Capital Stock of such Subsidiary or to the Equity Interests in Capital Stock of such other PersonPerson or Unrestricted Subsidiary, as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.2(r) or governing Liens permitted by clause (d), (e), (g), (i), (r), (s) or (y) of the definition of the term “Permitted Liens”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.2(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any refunding Indebtedness in respect thereof incurred pursuant to Section 6.2(m), by the applicable Indebtedness originally incurred under Section 6.2(f)) at the time such Indebtedness first became subject to Section 6.2, (f) [reserved]in connection with the sale of any Capital Stock of a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.4, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, and (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into . Nothing in this Section 6.9 shall be deemed to modify the requirements set forth in the ordinary course definition of businessthe term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.9, (j) customary restrictions in respect of Intellectual Property contained in licenses 5.10 or sublicenses of, 5.11 or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensunder the Collateral Documents.

No Further Negative Pledges. Neither (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, (i) directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower nor or any Subsidiary will, other Credit Party or (ii) directly or indirectly, enter into, incur assume or permit become subject to exist any agreement Contractual Obligation prohibiting or other arrangement that prohibits, restricts or imposes any condition upon otherwise restricting the ability existence of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assetsthe Credit Parties’ assets in favor of Agent to secure the Obligations, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), providedacquired except, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or and (ii) above, for such restrictions and encumbrances existing under or by reason of (1) applicable Requirements of Law; (2) this Agreement, the Equity Interests other Loan Documents and any instrument governing Indebtedness permitted under Section 5.5(f); (3) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Credit Party; (4) customary provisions restricting assignment of any agreement entered into by a Credit Party in the Ordinary Course of Business; (5) any Person that is not holder of a SubsidiaryLien permitted by Sections 5.1(a), (c), (d), (e), (f), (g), (l), (m), (n), (o) and (q) restricting the transfer of the property subject thereto; (6) customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in relating to the case sale of clause any property permitted under Section 5.4 pending the consummation of such sale; (ii), in 7) any agreement in effect at the time such Credit Party becomes a Credit Party, so long as such agreement was not entered into in connection with or instrument relating to Indebtedness in contemplation of such Personperson becoming a Credit Party and not pertaining to Accounts, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary Inventory or to depository accounts; (8) without affecting the Equity Interests in such other PersonCredit Parties’ obligations under Section 4.13, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leasespartnership agreements, licenses limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements restricting the assignment thereof or, entered into in the case Ordinary Course of any lease Business that restrict the transfer of ownership interests in such partnership, limited liability company or license, permitting to exist any Lien on the assets leased or licensed thereunder, similar person; (i9) restrictions on cash or other deposits or net worth covenants imposed by customers, suppliers or landlords under agreements contracts entered into in the ordinary course Ordinary Course of businessBusiness; (10) 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 and not pertaining to Accounts, Inventory or depository accounts; (11) restrictions pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock of or property held in the subject joint venture; (12) any instruments governing Indebtedness of any Subsidiary of Holdings that is not a Credit Party; provided, that such instruments do not limit any Credit Party with respect to any action described in clauses (i) and (ii) above by such Credit Party; or (13) any encumbrances or restrictions 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), (j8) or (12) customary above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions in respect of Intellectual Property contained in licenses than those prior to such amendment or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensrefinancing.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date date hereof identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement oragreement, provided, in the case of clause (ii)each case, in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(f) or 6.1(n) or governing Liens permitted by Section 6.2(d), 6.2(l), 6.2(o), 6.2(p)(i) or 6.2(q) or by clause (c), (d) or (m) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness assumed in reliance on Section 6.1(g)(i) or Refinancing Indebtedness in respect thereof incurred in reliance on Section 6.1(g)(ii), provided that such restrictions and conditions apply only to Persons that are permitted under such Sections to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Section 6.1(e) Indebtedness Document or any Permitted Subordinated Indebtedness Document, in each case, as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) [reserved]restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1(e), 6.1(g) (other than in respect of existing Indebtedness assumed in reliance thereon), 6.1(h), 6.1(i) or 6.1(o) to the extent, in the good faith judgment of the Borrower, such restrictions and (m) conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions constituting Permitted Liensand conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents. Nothing in this Section 6.3 shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.10, 5.11 or 5.12 or under the Collateral Documents.

No Further Negative Pledges. Neither Except prohibitions or restrictions (a) contained within this Credit Agreement, the Borrower nor other Credit Documents or the Dover Credit Agreement, (b) other than with respect to the matters contained in clause (ii)(A) below, contained within the definitive documentation for any Subsidiary willPermitted Pari Passu Indebtedness or any Permitted Junior Indebtedness, directly (c) other than with respect to the matters contained in clause (ii)(A) below, against other encumbrances on specific Property encumbered to secure payment of particular Indebtedness (which Indebtedness relates solely to such specific Property, and improvements and accretions thereto, and is otherwise permitted hereby), and (d) other than with respect to the matters contained in clause (ii)(A) below, included in the terms of any Indebtedness permitted by Section 8.1(g) hereof with respect to prohibiting or indirectlyrestricting the creation or assumption of any Lien upon the properties or assets acquired with such Indebtedness, none of the Credit Parties or their Subsidiaries will enter into, incur assume or permit become subject to exist any agreement prohibiting or other arrangement that prohibits, restricts otherwise restricting (i) the creation or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that or requiring the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing grant of any Indebtedness containing security for such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that obligation if security is not a wholly-owned Subsidiary given for some other obligation or (ii) the Equity Interests in ability of any Person that is not Subsidiary of Holdings to (A) act as a SubsidiaryCredit Party, restrictions and conditions imposed by the Organizational Documents (B) make Restricted Payments, loans or advances, or transfers of such Subsidiary property or such other Person assets to Holdings or contained in any related joint ventureof its Subsidiaries, shareholders’ or similar agreement or, in the case of clause (ii), in C) pay any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only Holdings or any of its Subsidiaries or (D) make loans or advances to such Subsidiary and to Holdings or any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensits Subsidiaries.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided provided, in each case case, that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e) or 6.1(s) or governing Liens permitted by Section 6.2(k) or 6.2(n) or by clause (c), (d), (j), (q) or (r) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Senior Notes Indebtedness Document as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) [reserved]restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(j), 6.1(k), 6.1(l) or 6.1(u) to the extent, in the good faith judgment of the Borrower, such restrictions and (m) conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions constituting Permitted Liensand conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

No Further Negative Pledges. Neither the Borrower The Borrowers shall not, nor shall they permit any Subsidiary will, directly or indirectlyof their Restricted Subsidiaries to, enter into, incur or permit to exist into any agreement prohibiting the creation or other arrangement that prohibits, restricts or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assetsproperties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to secure any the Obligations; provided that the foregoing shall not apply to , except with respect to: (a) restrictions and conditions imposed specific property to be sold pursuant to any Disposition permitted by law or by any Credit Document, Section 6.07; (b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and conditions existing on its or their Restricted Subsidiaries or the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any property or assets securing such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, Indebtedness; (c) restrictions contained in the case of documentation governing Indebtedness permitted by (i) clauses (c), (d), (j), (m), (n), (q), (t), (u), (w), (x), (y) and/or (z) of Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any Subsidiary that is not a wholly-owned Subsidiary refinancing, refunding or replacement of Indebtedness incurred in reliance on clauses (c), (d), (j), (m), (n), (q), (t), (u), (w), (x), (y) and/or (z) of Section 6.01) and (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that this Agreement if such restrictions and or conditions apply only to the property or assets securing such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, Indebtedness; (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicenses or other agreements, as the case may be); (je) customary Permitted Liens and restrictions in respect the agreements relating thereto that limit the right of Intellectual Property contained in licenses the Borrowers or sublicenses any of their Restricted Subsidiaries to Dispose of, or encumber the assets subject to such Liens; (f) provisions limiting the Disposition or distribution of assets or property in joint venture agreements, sale- leaseback agreements, stock sale agreements and other grants similar agreements, which limitation is applicable only to the assets that are the subject of rights to use such agreements (or exploit, the Persons the Capital Stock of which is the subject of such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.agreement); -178- #96942867v160458181 #96942867v1

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply Except with respect to (a) restrictions and conditions imposed by law specific property encumbered in a manner permitted hereunder to secure payment of particular Indebtedness permitted hereunder or by any Credit Documentto be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof any prohibition or limitation that exists pursuant to applicable Legal Requirements (including any such extension or renewal arising as a result in the case of an extensionGaming Licenses, renewal or refinancing of any Indebtedness containing such restriction or conditionrestrictions under applicable Gaming Laws (but in all cases, excluding tribal laws), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof), (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases (including the Interim Tribal Land Assignment and the Ground Lease), licenses (including intellectual property licenses and Gaming Licenses), sub-licenses and similar agreements entered into in the case ordinary course of business (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only are limited to the property or assets subject to such Subsidiary and to any Equity Interests in such Subsidiary Liens, leases, licenses, sub-licenses or to the Equity Interests in such other Personsimilar agreements, as applicablethe case may be), (d) [reserved]restrictions by reason of customary provisions contained in joint venture agreements permitted hereunder that only apply to the joint venture (and its property or Capital Stock issued by such person) subject thereto, (e) [reserved]agreements in existence with respect to a person at the time that such person becomes a Subsidiary of the Borrower pursuant to a permitted Investment so long as such agreements were not entered into in anticipation or contemplation of such person becoming a Subsidiary of the Borrower and such restrictions only apply to the person so acquired, (f) [reserved], covenants in documents creating Liens permitted by Sections 6.02(f) and (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien prohibiting further Liens on the assets leased or licensed thereunder, properties encumbered thereby and (ig) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords non-assignment provisions under agreements entered into in the ordinary course of businessbusiness that only apply to such agreements, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved]the Borrower shall not, and (m) restrictions constituting Permitted Liensshall not permit any other Loan Party to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets to secure the Obligations, whether now owned or hereafter acquired.

No Further Negative Pledges. Neither Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Borrower nor any Subsidiary willordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, directly licenses or indirectlysimilar agreements, enter intoas the case may be), incur or permit to exist (c) restrictions under the ABL Facility Documents as in effect on the Closing Date, (d) restrictions identified on Schedule 6.7, (e) covenants in documents creating Liens permitted by Section 6.2 prohibiting further Liens on the properties encumbered thereby, (f) customary provisions restricting assignment of any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of license entered into by the Borrower or any Subsidiary in the ordinary course of business, (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to createthe Credit 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 Credit Party to secure the Secured Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Law, incur (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.6, (iii) restricts subletting or permit assignment of leasehold interests contained in any lease governing a leasehold interest of Borrower or a Subsidiary, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, or (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to exist any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any the Secured Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.

No Further Negative Pledges. Neither the Borrower nor Holdings will not, and will not permit any Subsidiary willto, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts restrict or imposes any condition upon the ability of the Borrower Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date date hereof identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof 6.3 (including but shall apply to any such extension or renewal arising as a result of an extensionof, renewal or refinancing of any Indebtedness containing amendment or modification expanding the scope of, any such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the its Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Personagreement, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicableSubsidiary, (d) [reserved]restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.1(a)(vi) or 6.01(a)(vii) if such restrictions or conditions apply only to the assets securing such Indebtedness, (e) [reserved]restrictions or conditions imposed by any agreement relating to Indebtedness permitted by Sections 6.1(a)(ix), 6.1(a)(x), 6.1(xi) and 6.1(a)(xvi), provided that such restrictions or conditions do not conflict with the obligations of the Credit Parties hereunder and under the other Credit Documents with respect to the Collateral, including obligations to create Liens to secure the Obligations, (f) [reserved], (g) [reserved], (h) restrictions and or conditions imposed by customary provisions in leases, subleases, licenses and sublicenses and other agreements (other than any CVR Intercompany Agreement) restricting the assignment thereof orthereof, (g) customary restrictions and conditions contained in agreements relating to the case sale or other disposition of any lease assets permitted under Section 6.8 that are applicable solely pending consummation of such sale or licenseother dispositions, permitting provided that such restrictions and conditions apply only to exist any Lien on the such assets leased and such sale or licensed thereunderother disposition is permitted hereunder, and (ih) restrictions on or encumbrances in respect of cash or other deposits or net worth covenants imposed by customers, suppliers or landlords customers under agreements contracts entered into in the ordinary course of business, (j) customary restrictions . Nothing in respect this Section 6.3 shall be deemed to modify the requirements set forth in the definition of Intellectual Property contained in licenses the term “Collateral and Guarantee Requirement” or sublicenses of, the obligations of the Credit Parties under Sections 5.10 and 5.11 or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensunder the Collateral Documents.

No Further Negative Pledges. Neither None of the GP, the Borrower nor or any Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the GP, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the agreements and documents governing Indebtedness of such Person or by its Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement, provided, in each case, that such restrictions and conditions apply only to the Equity Interests in such Person, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e) or governing Liens permitted by Section 6.2(h) or by clause (c) or (d) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by any agreement or document governing Indebtedness permitted by Section 6.1(f), 108 provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of clause any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (ii)f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.7, (g) restrictions and conditions imposed by any agreement or instrument relating to document governing Indebtedness of such Personany Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved]Subsidiary, (h) restrictions and conditions imposed by any Permitted Supply & Offtake Agreement, provided that the Permitted Supply & Offtake Agreement Consent obtained in respect of such Permitted Supply & Offtake Agreement permits, or renders such restrictions ineffective with respect to, Liens arising or created under the Credit Documents, (i) restrictions and conditions imposed by any agreement or document governing any Permitted Revolving/LC Facility, provided that such restrictions and conditions do not conflict with the obligations of the Credit Parties set forth herein or in the other Credit Documents and, in the case of any such restrictions or conditions imposed by the Existing IDB Credit Agreement, such restrictions and conditions taken as a whole are not less favorable to the Lenders in any material respect than the restrictions and conditions imposed by the Existing IDB Credit Agreement (as modified by the Consent and Amendment Documents) as of the Closing Date, (j) restrictions and conditions imposed by any agreement or document governing any Indebtedness permitted by Section 6.1(l), provided that such restrictions and conditions do not conflict with the obligations of the Credit Parties set forth herein or in the other Credit Documents, (k) restrictions and conditions imposed by any Permitted Commodity Hedge Agreement, provided that such restrictions do not prohibit Liens arising or created under the Credit Documents, and (l) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into . Nothing in this Section 6.3 shall be deemed to modify the requirements set forth in the ordinary course definition of businessthe term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.10, (j) customary restrictions in respect of Intellectual Property contained in licenses 5.11 or sublicenses of, 5.12 or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensunder the Collateral Documents.

No Further Negative Pledges. Neither the Borrower nor Company shall not, and shall not permit any Subsidiary will, directly or indirectlyGuarantor to, enter into, incur into any Contractual Obligation prohibiting the creation or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except (i) pursuant to secure the Credit Documents and any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit DocumentPermitted Refinancing Indebtedness in respect thereof, (bii) prohibitions, restrictions and conditions existing on the Closing Date identified on Schedule 6.3(or any extension, and amendmentsrefinancing, modifications, extensions and renewals thereof (including any such extension replacement or renewal arising thereof or any amendment or modification thereto that is not, taken as a result whole, materially more restrictive (in the good faith determination of an extension, renewal or refinancing of the Company) than any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (ciii) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiaryprohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.7 with respect to the property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted SPV Financing, Permitted SPV Sale or Permitted Whole-Sale Loan, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Company or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness permitted by this Agreement so long as such prohibitions, restrictions and conditions are not inconsistent with the provisions and requirements set forth in this Agreement, (vii) agreements or arrangements that are customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to secured Indebtedness of permitted by this Agreement if such Personprohibitions, provided in each case that such restrictions and or conditions apply only to the Subsidiaries incurring or guaranteeing such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicableIndebtedness, (dix) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment thereof oror subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the case ordinary course of any lease business or license, permitting to exist any Lien on the assets leased or licensed thereunderotherwise permitted hereunder, (ixii) prohibitions, restrictions or conditions on cash or other deposits or net worth covenants imposed by customers, suppliers or landlords customers under agreements contracts entered into in the ordinary course of business, (jxiii) customary prohibitions, restrictions in or conditions imposed by a Lien permitted by Section 6.2 with respect to the transfer of Intellectual Property contained in licenses or sublicenses ofthe property subject thereto, (xiv) restrictions on cash or other grants deposits or net worth imposed by customers under contracts entered into in the ordinary course of rights to use or exploit, such Intellectual Propertybusiness, (kxv) [reserved]any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, (l) [reserved]stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (mxvi) prohibitions, restrictions constituting Permitted Liensor conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Revolving Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) [reserved]restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted LiensLiens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

No Further Negative Pledges. Neither Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale or other sale or disposition of property not constituting an Asset Sale and permitted hereunder; (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Borrower nor ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (c) restrictions imposed by the Senior Secured Note Documents; (d) restrictions and conditions applicable to any Subsidiary willacquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, directly were not created in anticipation of such acquisition and apply solely to such acquired Subsidiary; (e) restrictions contained in any agreements evidencing Indebtedness permitted by Section 6.1(l) and applying solely to such Subsidiary and its Subsidiaries; (f) restrictions disclosed in Schedule 6.3 of the Disclosure Letter; and (g) restrictions in agreements entered into in connection with the incurrence of Permitted Liens, to the extent they condition, prohibit or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon limit the ability of the Borrower Agents or the Lenders from obtaining a Lien on the property, rights and assets subject to such Permitted Lien, no Credit Party nor any Subsidiary to create, incur of its Subsidiaries shall enter into any agreement prohibiting the creation or permit to exist assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.

No Further Negative Pledges. Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other PersonPerson (including any Unrestricted Subsidiary), as applicable, (d) [reserved]restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e) or 6.1(t) or governing Liens permitted by Section 6.2(l) or 6.2(o) or by clause (c), (d), (j), (q) or (r) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved]restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) [reserved]in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) [reserved]restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved]restrictions and conditions contained in any Permitted Senior Notes Indebtedness Document or any Permitted Term Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) [reserved]restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(l) or 6.1(m) to the extent, in the good faith judgment of the Borrower, such restrictions and (m) conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions constituting Permitted Liensand conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.

No Further Negative Pledges. Neither Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Borrower nor any Subsidiary willordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, directly licenses or indirectlysimilar agreements, enter intoas the case may be), incur or permit to exist (c) restrictions under the Term Loan Facility Documents as in effect on the Closing Date, (d) restrictions identified on Schedule 6.7, (e) covenants in documents creating Liens permitted by Section 6.2 prohibiting further Liens on the properties encumbered thereby, (f) customary provisions restricting assignment of any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of license entered into by the Borrower or any Subsidiary thereof in the ordinary course of business, (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to createthe Credit 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 Credit Party to secure the Secured Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, incur (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.6, (iii) restricts subletting or permit assignment of leasehold interests contained in any lease governing a leasehold interest of Borrower or a Subsidiary, (iv) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, or (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to exist any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any the Secured Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.

No Further Negative Pledges. Neither the Borrower No Obligor shall, nor shall it permit any Subsidiary will, directly or indirectlyof its Subsidiaries to, enter into, incur or permit to exist into any agreement or Contractual Obligation (other arrangement than this Agreement and the other Financing Agreements) that prohibits, restricts or imposes any condition upon limits the ability of the Borrower Obligors or any such Subsidiary to create, incur incur, assume or permit suffer to exist any Lien upon any Liens on property of its assetssuch Person; provided, whether now owned or hereafter acquiredhowever, to secure any Obligations; provided that the foregoing this Section 10.3 shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of prohibit (i) any Subsidiary that is not a wholly-owned Subsidiary negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 10.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 10.1(l), solely to the Equity Interests in extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Issuer to secure any Person Indebtedness, (iii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that is not a Subsidiaryany such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness the disposition of any property or assets permitted under Section 10.10 pending the consummation of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicabledisposition, (dv) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under similar agreements entered into in the ordinary course of business, (jvi) customary any prohibitions and restrictions in respect of Intellectual Property contained in licenses the Existing Credit Facility or sublicenses ofCredit Documents, so long as such prohibitions and restrictions are not more restrictive than those set forth in the Existing Credit Facility or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], Credit Documents in effect on the date hereof and (mvii) restrictions constituting Permitted Liens.any Contractual Obligation (including, without limitation, any negative pledge) incurred or provided in favor of any holder of Indebtedness permitted under Section 10.1(k). Section 10.4

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly or indirectly, of its Subsidiaries shall enter into, incur or permit to exist into any agreement prohibiting the creation or other arrangement that prohibits, restricts or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, other than (i) any agreement evidencing Indebtedness secured by Liens permitted by this Agreement, as to secure the assets securing such Indebtedness, (ii) any Obligations; provided that agreement evidencing an asset Transfer as to the foregoing shall not apply to assets being Transferred, (aiii) restrictions and conditions imposed by law arising under this Agreement and the other Loan Documents or by any Credit Documentthe Mosaic Indenture and the notes issued thereunder, (biv) customary provisions in licenses, governmental permits, leases and other contracts restricting the assignment thereof, (v) customary provisions in joint venture agreements relating solely to the respective joint venture or the Securities therein, (vi) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ agreements existing at the time of (and not created in contemplation of) the acquisition of any Person or similar agreement or, in the case of clause assets (iiincluding agreements governing Indebtedness permitted pursuant to Section 7.01(e) or 7.01(g), in any agreement or instrument relating to Indebtedness of such Person, ) provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary the Person or to the Equity Interests in such other Person, as applicableassets so acquired, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (hvii) restrictions and conditions imposed by customary provisions any Governmental Authority and (viii) restrictions under an agreement governing Indebtedness of a Foreign Subsidiary incurred in leasescompliance with Section 7.01 if such restriction applies only to assets of such Foreign Subsidiary or any Subsidiary thereof; provided, licenses that the foregoing shall not apply to any such restrictions or conditions imposed by the terms of any Indebtedness of the Borrower or any of its Subsidiaries for borrowed money that the Borrower or any of its Subsidiaries incurs after the Closing Date in compliance with this Agreement if such restrictions or conditions are no less favorable to the Borrower and other agreements restricting the assignment thereof or, Lenders than those contained in the case of any lease Mosaic Indenture or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensthis Agreement.

No Further Negative Pledges. Neither the Borrower No Credit Party shall, nor shall it permit any Subsidiary will, directly or indirectlyof its Subsidiaries to, enter into, incur or permit to exist into any agreement or Contractual Obligation (other arrangement than this Agreement and the other Credit Documents) that prohibits, restricts or imposes any condition upon limits the ability of the Borrower any Credit Party or any such Subsidiary to create, incur incur, assume or permit suffer to exist any Lien upon any Liens on property of its assetssuch Person; provided, whether now owned or hereafter acquiredhowever, to secure any Obligations; provided that the foregoing this Section 8.3 shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of prohibit (i) any Subsidiary that is not a wholly-owned Subsidiary negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the Equity Interests in any Person that is not a Subsidiaryasset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness the disposition of any property or assets permitted under Section 8.9 pending the consummation of such Persondisposition, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (div) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under similar agreements entered into in the ordinary course of business. Notwithstanding the foregoing or anything in this Agreement to the contrary, at no time shall the Credit Parties be permitted to create, incur, assume or suffer to exist Liens on any interest (jfee, leasehold or otherwise) customary restrictions owned by the Borrower or any of its Subsidiaries as of the FifthSixth Amendment Effective Date in respect of Intellectual Property contained in licenses or sublicenses ofany Real Estate Asset, or other grants of rights except for Liens created pursuant to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted LiensSection 7.11.

No Further Negative Pledges. Neither the Borrower nor any Subsidiary will, directly or indirectly, enter Enter into, incur or permit to exist exist, any agreement Contractual Obligation that (a) encumbers or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Domestic Subsidiary to create, incur or permit to exist any Lien upon any of pledge its assets, whether now owned or hereafter acquired, Property to secure the Obligations or any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law renewals, refinancings, exchanges, refundings or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of except for (i) any Subsidiary document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that is not a wholly-owned Subsidiary any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(i), provided that any such restriction contained therein relates only to the Equity Interests in Specified Real Property, (iii) any Person Permitted Lien or any document or instrument governing any Permitted Lien, provided that is not a Subsidiaryany such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint ventureagreement relating to the sale of any property permitted under Section 8.3(b) pending the consummation of such sale, shareholders’ (v) any document or similar agreement or, in the case of clause (iiinstrument governing Indebtedness incurred pursuant to Section 8.1(l), (vi) any document or instrument governing any Securitization Transaction, provided that any such restriction relates only to the applicable Securitization Receivables actually sold, conveyed or otherwise contributed pursuant to such Securitization Transaction and (vii) customary restrictions contained in any agreement or instrument relating to Indebtedness of such Personcontract, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or licensegovernmental approval, permitting to exist any Lien on the assets leased consent, license or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements permit obtained and entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses provided that any such restriction relates only to such contract, lease or sublicenses ofgovernmental approval, consent, license or other grants of rights to use or exploit, such Intellectual Propertyand permit, (kb) [reserved]encumbers or restricts the ability of the Borrower or any Domestic Subsidiary to act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (lc) [reserved], and (m) restrictions constituting Permitted Liensrequires the grant of any security for any obligation if such property is given as security for the Obligations.

No Further Negative Pledges. Neither the Borrower No Credit Party shall, nor shall it permit any Subsidiary will, directly or indirectlyof its Subsidiaries to, enter into, incur or permit to exist into any agreement or Contractual Obligation (other arrangement than this Agreement and the other Credit Documents) that prohibits, restricts or imposes any condition upon limits the ability of the Borrower any Credit Party or any such Subsidiary to create, incur incur, assume or permit suffer to exist any Lien upon any Liens on property of its assetssuch Person; provided, whether now owned or hereafter acquiredhowever, to secure any Obligations; provided that the foregoing this Section 8.3 shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of prohibit (i) any Subsidiary that is not a wholly-owned Subsidiary negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the Equity Interests in any Person that is not a Subsidiaryasset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness the disposition of any property or assets permitted under Section 8.9 pending the consummation of such Persondisposition, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (div) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under similar agreements entered into in the ordinary course of business. Notwithstanding the foregoing or anything in this Agreement to the contrary, at no time shall the Credit Parties be permitted to create, incur, assume or suffer to exist Liens on any interest (jfee, leasehold or otherwise) customary restrictions owned by the Borrower or any of its Subsidiaries as of the ClosingFourth Amendment Effective Date in respect any real property located in the State of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.FloridaReal Estate Asset. Section 8.4

No Further Negative Pledges. Neither Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale or an Asset Sale conditioned on the Borrower repayment of the Obligations or pursuant to a consent provided hereunder, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) customary provisions contained in joint venture agreements and other similar agreements applicable to Joint Ventures (to the extent only affecting the assets of, or the Capital Stock in, each such Joint Venture), (d) any agreement in effect at the time any Person becomes a Subsidiary (to the extent only affecting the assets of, or the Capital Stock in, each such Person), so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, no Credit Party nor any Subsidiary will, directly or indirectly, of its Restricted Subsidiaries (excluding Restricted Subsidiaries that are not Guarantors and are not required to become Guarantors hereunder) shall enter into, incur or permit to exist into any agreement prohibiting the creation or other arrangement that prohibits, restricts or imposes any condition upon the ability assumption of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, that secure the Obligations and (e) Permitted Secured Debt, the Senior Notes, debt incurred pursuant to secure any Obligations; provided that the foregoing shall not apply to (aSection 6.1(l) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), providedRatio Debt, in each case, that case so long as the scope same do not restrict the granting of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating Liens to secure Indebtedness of such Person, provided in each case that such restrictions and conditions apply only pursuant to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liensthis Agreement.