Common use of No Further Negative Pledges Clause in Contracts

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The No Borrower shall notshall, nor shall it any Borrower permit any of its Restricted Subsidiaries Subsidiary that are is not a Loan Parties Party to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this AgreementSection 6.07; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness; (c) restrictions contained in the documentation governing Indebtedness arising thereunderpermitted by clauses (j), (m), (q), (r), (u), (w), (x) or any Additional Letter and/or (z) of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any Indebtedness incurred in reliance on clauses (a), (j), (m), (q), (r), (u), (w), (x) and/or (z) of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith6.01); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any LienLien and restrictions on indirect equity transfers) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided provided, that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the any Borrower or any of its Restricted Subsidiaries to Dispose of of, or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)agreement); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03Date; (k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; (l) restrictions contained in documents governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction DocumentsParty; and (rm) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (ql) above; provided provided, that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the BorrowerBorrower Representative, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties Except with respect to the Obligations, except with respect to: (a) restrictions relating specific property encumbered to any asset (secure payment of particular Indebtedness or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed to be sold pursuant to an executed agreement entered into in connection with any Disposition or other transferrespect to a permitted Disposition, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements licenses and other similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale licenses or other similar agreements, as the case may be); , (ec) Permitted Liens and restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the agreements relating thereto that limit the right time any Person becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any PersonHoldings, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation contemplation of an Unrestricted Subsidiary such Person becoming a Restricted Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any such restriction does not extend to any assets agreement or property other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other Restricted Subsidiary than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and property its Subsidiaries, so acquired, (g) prohibitions that apply by reason of such Subsidiary; any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (ph) customary restrictions imposed or prohibitions that arise in connection with any Receivables Facility or similar transaction Lien permitted hereunder; by Section 6.2, (qi) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreementrelating to secured Indebtedness permitted pursuant to Sections 6.1(e), and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (h), (i), (j), (r) other and (s), in each case, to the extent that such restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior prohibitions apply only to the relevant amendmentproperty or assets securing such Indebtedness, modification(j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, restatementno 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, renewalwhether now owned or hereafter acquired, increase, supplement, refunding, replacement or refinancingto secure the Obligations.

No Further Negative Pledges. The Borrower shall notNone of the Loan Parties shall, nor shall it they permit any of its Restricted their Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this AgreementSection 6.06; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Subsidiaries or the property or assets securing such Indebtedness; (c) restrictions contained in the documentation governing Indebtedness arising thereunderpermitted by clauses (c), (n), (q), (s), (t) or any Additional Letter and (v) of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); Indebtedness incurred in reliance on clauses (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions ), (1)(x) aren), taken as a whole(q), in the good-faith judgment of the Borrower(s), not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faitht) and (2v) will not materially impair of Section 6.01); provided that any such restrictions in documentation governing indebtedness permitted pursuant to clauses (q), (s), (t) and (v) of Section 6.01 shall permit the Borrower’s obligation Liens created or ability intended to make any payments required hereunder (as determined be created by the Borrower in good faith)Collateral Documents; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)agreement); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or the Capital Stock of any Personnew Subsidiaries, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements of non-Wholly-Owned Subsidiaries that restrict the transfer of the assets of, or ownership interests in, the relevant such partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which and are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth listed on Schedule 6.036.07 hereto; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of the contracts, instruments or obligations referred to in clauses (a) through (qj) above; provided that no such amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the BorrowerBorrower Representative, no more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall notCredit Parties will not enter into, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into assume or become subject to any agreement prohibiting in any material respect or otherwise restricting the creation or assumption of any Lien upon any of its their properties (other than Excluded Assets)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 the benefit of the Secured Parties with respect to the Credit Party Obligations, except with respect to: (a) pursuant to this Agreement and the other Credit Documents or applicable law, (b) restrictions or conditions imposed by any agreement relating to any asset purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (or all of the assetsc) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition Permitted Lien or other transfer, lease any document or license of instrument governing any Permitted Lien; provided that any such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions restriction contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited therein relates only to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leasesPermitted Lien, subleases(d) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, licensesprovided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, sublicenses, asset sale or other agreements, as the case may be); (e) Permitted Liens customary provisions in leases, licenses and restrictions in other contracts restricting the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; assignment thereof, (f) customary provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to restricting the assignment thereof or upon the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); joint venture, and (g) any encumbrance or restriction assumed agreement in connection with an acquisition effect at the time any Person becomes a Subsidiary of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted SubsidiaryBorrower; provided that such agreement was not entered into in anticipation contemplation of an Unrestricted Subsidiary such Person becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower Borrower, (h) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as Closing Date in effect on the date of accordance with this Agreement, and (i) customary restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, entered into in the good faith judgment ordinary course of the Borrower, more restrictive business with respect to Intellectual Property that limit the ability to grant a security interest in such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingIntellectual Property.

No Further Negative Pledges. The Borrower Parent shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower Parent and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease lease, sub-lease, license or sub-license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the BorrowerParent, not materially more restrictive as concerning the Borrower Parent or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower Parent in good faith) and (2) will not materially impair the BorrowerParent’s obligation or ability to make any payments required hereunder (as determined by the Borrower Parent in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements, asset sale agreements and agreements, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements Covered Agreement and/or the property or assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicenses, asset sale or other agreements, as the case may beCovered Agreement); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower Parent or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash, Cash Equivalents or other deposits permitted under Section 6.02 and/or 6.06 and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist, including any Banking Services; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date andDate, in the case of this clause (ii)each case, as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower Parent and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower Parent or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (rq) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (qp) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the BorrowerParent, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties Except with respect to the Obligations, except with respect to: (a) restrictions relating specific property encumbered to any asset (secure payment of particular Indebtedness or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed to be sold pursuant to an executed agreement entered into in connection with any Disposition or other transferrespect to a permitted Disposition, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements licenses and other similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale licenses or other similar agreements, as the case may be); , (ec) Permitted Liens and restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the agreements relating thereto that limit the right time any Person becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any PersonHoldings, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation contemplation of an Unrestricted Subsidiary such Person becoming a Restricted Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any such restriction does not extend to any assets agreement or property other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other Restricted Subsidiary than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and property its Subsidiaries, so acquired, (g) prohibitions that apply by reason of such Subsidiary; any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (ph) customary restrictions imposed or prohibitions that arise in connection with any Receivables Facility or similar transaction Lien permitted hereunder; by Section 6.2, (qi) restrictions contained in imposed by any agreement governing the iStar Sale/Leaseback Documents Aircraft Indebtedness or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreementrelating to secured Indebtedness permitted pursuant to Sections 6.1(e), and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (h), (i), (j), (r) other and (s), in each case, to the extent that such restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior prohibitions apply only to the relevant amendmentproperty or assets securing such Indebtedness, modification(j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, restatementno 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, renewalwhether now owned or hereafter acquired, increase, supplement, refunding, replacement or refinancingto secure the Obligations.

No Further Negative Pledges. The Borrower shall not, No Credit Party nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, shall enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, for to secure the benefit of the Secured Parties Obligations except (a) with respect to the Obligations, except with respect to: (a) restrictions relating specific property subject to any asset (a Lien permitted hereunder to secure payment of Indebtedness permitted hereunder or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed to be sold pursuant to an executed agreement entered into in connection with any Disposition respect to a Asset Sale permitted hereunder; provided that such restrictions are limited to the property so encumbered or other transfersubject to such Asset Sale, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) customary restrictions contained in any documentation governing any other Indebtedness Permitted License, lease or similar agreement permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leasesPermitted License, subleaseslease or similar agreement), licenses, sublicenses, asset sale or other agreements, as the case may be); (ec) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property customary provision in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets joint ventures permitted hereunder; provided that such restrictions are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates applicable solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; business, (jd) restrictions (i) customary provisions set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or crossCo-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted SubsidiaryDevelopment Agreements; provided that such agreement was not entered into restrictions are applicable solely to the property subject to such Co-Development Agreement, (e) with respect to Discontinued Real Property, (f) restrictions identified on Schedule 6.03, (g) restrictions set forth in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or Indebtedness permitted under Section 6.01(f) that impose restrictions on the property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed so acquired in connection with the Permitted Acquisition referred to in Section 6.01(f), (h) restrictions under any Receivables Facility Refinancing Indebtedness or similar transaction permitted hereunder; Permitted Incremental Equivalent Debt and (qi) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior indentures relating to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingConvertible Notes and the Senior Notes.

No Further Negative Pledges. The Neither the Borrower shall notnor any Subsidiary will, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties todirectly or indirectly, enter into into, incur or permit to exist any agreement prohibiting in or other arrangement that prohibits, restricts or imposes any material respect condition upon the creation ability of the Borrower or assumption of any Subsidiary to create, incur or permit to exist any Lien upon any of its properties (other than Excluded Assets)assets, whether now owned or hereafter acquired, for to secure any Obligations; provided that the benefit of the Secured Parties with respect foregoing shall not apply to the Obligations, except with respect to: (a) restrictions relating to and conditions imposed by law or by any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transferCredit Document, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in and conditions existing on the Loan DocumentsClosing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness such extension or renewal arising thereunder) or any Additional Letter as a result of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any an extension, refinancing, refunding renewal or replacement refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of the foregoing); 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 documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) arerelated joint venture, taken as a wholeshareholders’ or similar agreement or, in the good-faith judgment case of the Borrowerclause (ii), not materially more restrictive as concerning the Borrower in any agreement or any Restricted Subsidiary than customary market terms for instrument relating to Indebtedness of such type Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or (y) are not materially more restrictiveto the Equity Interests in such other Person, taken as a wholeapplicable, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (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, subleases, licenses, sublicenses, asset sale agreements 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 business, (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (ej) Permitted Liens and customary restrictions in the agreements relating thereto that limit the right respect of the Borrower Intellectual Property contained in licenses or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets sublicenses of, or ownership interests inother grants of rights to use or exploit, the relevant partnershipsuch Intellectual Property, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; [reserved], (l) [reserved]; , and (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingconstituting Permitted Liens.

No Further Negative Pledges. The No Borrower shall notshall, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this AgreementSection 6.07; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited agreement with respect to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the extent Person or Persons obligated under such restrictions (1)(x) are, taken as a whole, in Indebtedness and its or their Restricted Subsidiaries or the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower property or any Restricted Subsidiary than customary market terms for Indebtedness of assets securing such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith)Indebtedness; (dc) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be); (ed) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the any Borrower or any of its Restricted Subsidiaries to Dispose of of, or encumber the assets subject to such Liens; (fe) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)agreement); (gf) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (hg) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements agreements, in each case, with respect to Restricted Subsidiaries that are not Wholly-Owned Subsidiaries of a Borrower, that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (ih) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (ji) restrictions (i) set forth in documents which exist on the Closing Date or Date; (iij) which are contemplated as of the Closing Date and, in the case of this clause (ii), as restrictions set forth on Schedule 6.03in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; (k) restrictions contained in documents governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction DocumentsParty; and (rl) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (qk) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the BorrowerBorrower Representative, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this AgreementSection 6.07; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness; (c) restrictions contained in the Senior Note Documents and the documentation governing Indebtedness arising thereunderpermitted by clauses (c), (j), (m), (n), (q), (r), (u), (w), (x) or any Additional Letter and/or (z) of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoingIndebtedness incurred in reliance on clauses (a); , (c), (j), (m), (n), (q), (r), (u), (w), (x) restrictions contained in any documentation governing any other Indebtedness permitted by and/or (z) of Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith6.01); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of of, or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)agreement); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03Date; (k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; (l) restrictions contained in documents governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]Party; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documentsagreement with respect to any NMTC Transaction; and (rn) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (qm) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall Credit Parties will not, nor shall it will they permit any of its Restricted Subsidiaries that are Loan Parties Subsidiary to, enter into or suffer to exist, any agreement prohibiting in any material respect or conditioning the creation or assumption of any Lien upon any of its properties property or assets except (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (ai) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into this Agreement or any Credit Document, (ii) in connection with (A) any Disposition Indebtedness incurred under the 2007 Senior Notes or the 2010 Senior Notes (or any refinancing thereof permitted under Section 6.1(g) or other transfersenior notes with applicable covenants that not materially more adverse to the interest of the Lenders), lease or license of such asset (B) any Surviving Debt as in effect on the Effective Date (or assetsany refinancing thereof permitted under Section 6.1(g)), (C) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other purchase money Indebtedness permitted by Section 6.01 6.1(e) solely to the extent that the agreement or instrument governing such restrictions Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (1)(xD) areany Capital Lease permitted by Section 6.1(f) solely to the extent that such Capital Lease prohibits a Lien on the property subject thereto, taken as a whole, in (E) any Indebtedness permitted by Section 6.1(k) or (F) any Indebtedness outstanding on the good-faith judgment date any Subsidiary of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Company becomes such a Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into solely in anticipation contemplation of an Unrestricted such Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower Company), (iii) agreements relating to prohibitions on easements, rights of way or any other Restricted Subsidiary other than the assets encumbrances on title to real property and property of such Subsidiary; (piv) customary restrictions imposed provisions in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained leases in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date ordinary course of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties or the TRS Guarantor to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties Contractual Obligation (other than Excluded Assetsthis Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 solely to the extent relating any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any extensionPermitted 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, refinancing, refunding or replacement of any of the foregoing); (ciii) customary restrictions and conditions contained in any documentation governing any other Indebtedness permitted by Section 6.01 agreement relating to the extent such restrictions (1)(x) are, taken as a whole, in disposition of any property or assets permitted under Section 8.10 pending the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness consummation of such type or disposition, (yiv) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicensesjoint venture agreements, asset sale agreements with respect to Assets Under Development and other similar agreements entered into in the ordinary course of business business, (v) any negative pledge provided that in favor of any lender to an Unrestricted Subsidiary so long as such restrictions are limited restriction only applies to the relevant leasesEquity Interests of an Unrestricted Subsidiary owned by a Credit Party or Restricted Subsidiary as provided in Section 8.2(u), subleases, licenses, sublicenses, asset sale (vi) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition or other agreements and/or Investment, to the property extent the relevant encumbrance or assets secured by such Liens restriction was not agreed to or adopted in connection with, or in anticipation of, the property respective Permitted Acquisition or assets subject Investment and does not apply to such leases, subleases, licenses, sublicenses, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the DispositionSubsidiary, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock properties of any such Person, so long as other than the Persons or the properties acquired in such encumbrance Permitted Acquisition or restriction relates solely to the Person Investment and its subsidiaries (vii) customary contractual restrictions in a lease (including the Capital Stock of the relevant Person or PersonsGround Leases) and/or property so acquired (or relating to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect Lien on the date of this Agreement, and restrictions contained in any iStar Exchange Documents applicable leasehold interest or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingleased property.

No Further Negative Pledges. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Restricted itsSection 8.3 Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties Contractual Obligation (other than Excluded Assets), whether now owned or hereafter acquired, for this Agreement and the benefit other Credit Documents) that limits the ability of the Secured Parties with respect Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e) solely to the Obligationsextent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, except with respect to: (aii) restrictions relating any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(l) solely to any asset (or all the extent such Contractual Obligation prohibits the pledge of the assets) of and/or the Capital Stock of the Borrower and/or to secure any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with Indebtedness, (iii) any Disposition Permitted Lien or other transfer, lease any document or license of instrument governing any Permitted Lien; provided that any such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions restriction contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited therein relates only to the asset or assets securing the Indebtedness arising thereundersubject to such Permitted Lien, (iv) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (customary restrictions and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions conditions contained in any documentation governing any other Indebtedness permitted by Section 6.01 agreement relating to the extent such restrictions (1)(x) are, taken as a whole, in disposition of any property or assets permitted under Section 8.10 pending the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness consummation of such type or disposition, (yv) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale joint venture agreements and other similar agreements entered into in the ordinary course of business business, and (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (gvi) any encumbrance Contractual Obligation (including, without limitation, any negative pledge) incurred or restriction assumed provided in connection with an acquisition of the property or Capital Stock favor of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock holder of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits Indebtedness permitted under Section 6.02 and/or 6.06 and 8.1(k). Restricted Payments. Declare or make, directly or indirectly, any net worth requirementsRestrictedSection 8.4 Payment, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business incur any obligation (contingent or for whose benefit such Cash or other deposits or net worth requirements exist; (jotherwise) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date andto do so, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.except that: 110

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease lease, license or sub-license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (pin any Indebtedness permitted under Section 6.01(p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the any Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements, asset sale agreements and agreements, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements Covered Agreement and/or the property or assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicenses, asset sale or other agreements, as the case may beCovered Agreement); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or exist and (ii) customary net worth requirements existprovisions contained in real property leases, so long as such net worth provisions could not reasonably be expected to materially impair any Loan Party’s obligation or ability to make any payments required under the Loan Documents (as determined by the Borrower in good faith); (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date andDate, in the case of this clause (ii)each case, as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]restrictions in Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Persons obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents[reserved]; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses (a) through (q) aboveof this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this AgreementSection 6.07; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing)such Indebtedness; (c) restrictions contained in any ABL Facility and the documentation governing any other Indebtedness permitted by clauses (i), (j), (m), (n), (p), (q), (u), (w), (x), (z) and/or (ii) of Section 6.01 6.01, in each case, to the extent such restrictions (1)(x) are, taken as a whole, in restriction does not restrict the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined Secured Obligations from being secured by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith)assets that constitute Collateral; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Parent Borrower or any of its Restricted Subsidiaries to Dispose of of, or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)agreement); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03Date; (k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; (l) restrictions contained in documents governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]Party; (m) provisions restricting restrictions on any asset (or all of the granting assets) of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by and/or the Capital Stock of the Parent Borrower and its and/or any Restricted Subsidiaries of such IP Rights, Subsidiary which licenses, sublicenses and cross-licenses were is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the ordinary course Capital Stock of business (in which case such restriction shall relate only to such IP Rights)the relevant Person that is permitted or not restricted by this Agreement; (n) restrictions arising under set forth in any agreement relating to any Permitted Lien that limits the right of the Parent Borrower or as a result any Restricted Subsidiary to Dispose of applicable Requirements of Law or encumber the terms of any license, authorization, concession or permit issued or granted by a Governmental Authorityassets subject thereto; (o) restrictions contained in any agreement with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiaryany NMTC Transaction; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary;and (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (qo) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Parent Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall notIndebtedness No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties Contractual Obligation (other than Excluded Assets), whether now owned or hereafter acquired, for this Agreement and the benefit other Credit Documents) that limits the ability of the Secured Parties with respect Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e) solely to the Obligationsextent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, except with respect to: (aii) restrictions relating any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(l) solely to any asset (or all the extent such Contractual Obligation prohibits the pledge of the assets) of and/or the Capital Stock of the Borrower and/or to secure any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with Indebtedness, (iii) any Disposition Permitted Lien or other transfer, lease any document or license of instrument governing any Permitted Lien; provided that any such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions restriction contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited therein relates only to the asset or assets securing the Indebtedness arising thereundersubject to such Permitted Lien, (iv) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (customary restrictions and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions conditions contained in any documentation governing any other Indebtedness permitted by Section 6.01 agreement relating to the extent such restrictions (1)(x) are, taken as a whole, in disposition of any property or assets permitted under Section 8.10 pending the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness consummation of such type or disposition, (yv) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale joint venture agreements and other similar agreements entered into in the ordinary course of business business, and (vi) any Contractual Obligation (including, without limitation, any negative pledge) incurred or provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may bein favor of any holder of Indebtedness permitted under Section 8.1(k);. (ea) Permitted Liens and restrictions in (x) Indebtedness under the agreements relating thereto that limit the right Credit Documents, (y) Indebtedness of the Borrower any Credit Party or any of its Restricted Subsidiaries existing on the Third Amendment Effective Date, including but not limited to Dispose the Healthpeak Debt and the Existing DOC Notes and (z) Guarantees by the Parent and the Borrower of any Indebtedness of PEAK OP, including but not limited to all obligations of PEAK OP under or encumber arising in connection with the assets subject to such LiensHealthpeak Debt; (fb) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets Indebtedness; provided that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash at the time of the incurrence of such Indebtedness and immediately after giving effect thereto (including any Liens associated therewith) no Event of Default has occurred and is continuing or other deposits permitted under Section 6.02 and/or 6.06 would result therefrom and any net worth requirements(ii) with respect to obligations of a Credit Party in respect of Swap Contracts, including such restrictions or requirements imposed by Persons under contracts Swap Contracts shall be (x) entered into in the ordinary course of business order to manage existing or anticipated risk and not for whose benefit such Cash speculative purposes or other deposits or net worth requirements exist; (jy) restrictions (i) set forth in documents which exist on for the Closing Date sale of Equity Interests issued by Healthpeak at a future date that could be discharged solely by (1) delivery of Healthpeak’s Equity Interests, or, (2) solely at Healthpeak’s option made at any time, payment of the net cash value of such Equity Interests at the time, irrespective of the form or duration of such agreement, commitment or arrangement and (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingfor speculative purposes.

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties Except with respect to the Obligations, except with respect to: (a) restrictions relating this Agreement and the other Loan Documents, (b) specific property encumbered to any asset (secure payment of particular Indebtedness that is permitted to be incurred and secured under this Agreement or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed to be sold pursuant to an executed agreement entered into in connection with any Disposition or other transferrespect to a sale of assets permitted hereunder, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements licenses and other similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale licenses or other similar agreements, as the case may be); , (ed) Permitted Liens 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 restrictions in related agreements or the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the property and/or assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreementsas the case may be), stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (he) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date andany agreement governing Junior Indebtedness that are, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or taken as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing iswhole, in the 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 encumbrances 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 make any payments required hereunder and (f) restrictions by reason of customary provisions restricting liens, assignments, subservicing, subcontracting or other restrictions, taken as a whole, than those transfers contained in effect prior agreements with any Specified Government Entity relating to the relevant amendmentorigination, modificationsale, restatementsecuritization 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, renewalas the case may be), increaseno 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, supplementwhether now owned or hereafter acquired, refunding, replacement to secure the Obligations (other than an agreement of a Securitization Entity that prohibits such Securitization Entity from creating or refinancingassuming any Lien upon its properties or assets to secure the Obligations).

No Further Negative Pledges. The Borrower shall notNone of the Loan Parties shall, nor shall it they permit any of its Restricted their Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this AgreementSection 6.06; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Subsidiaries or the property or assets securing such Indebtedness; (c) restrictions contained in the documentation governing Indebtedness arising thereunderpermitted by clauses (c), (n), (q), (s), (t) or any Additional Letter and (v) of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); Indebtedness incurred in reliance on clauses (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions ), (1)(x) aren), taken as a whole(q), in the good-faith judgment of the Borrower(s), not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faitht) and (2v) will not materially impair of Section 6.01); provided that any such restrictions in documentation governing indebtedness permitted pursuant to clauses (q), (s), (t) and (v) of Section 6.01 shall permit the Borrower’s obligation Liens created or ability intended to make any payments required hereunder (as determined be created by the Borrower in good faith)Collateral Documents; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)agreement); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or the Capital Stock of any Personnew Subsidiaries, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements of non-Wholly-Owned Subsidiaries that restrict the transfer of the assets of, or ownership interests in, the relevant such partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing ClosingThird Amendment Effective Date or (ii) which and are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth listed on Schedule 6.036.07 hereto; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of the contracts, instruments or obligations referred to in clauses (a) through (qj) above; provided that no such amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the BorrowerBorrower Representative, no more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall notNeither the Borrowers, the Subsidiary Guarantors nor shall it permit any of its Restricted their Subsidiaries that are Loan Parties to, shall enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed be sold pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is sale permitted by this AgreementSection 6.08; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such agreement applies solely to the specific asset or assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing)which such Permitted Lien applies; (c) restrictions contained in any the Senior Note Indentures and the documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions clauses (1)(xq), (r), (u), (v), (w) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or and (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith)of Section 6.01; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other similar agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower Agent or any of its Restricted Subsidiaries to Dispose dispose of or encumber transfer the assets subject to such Liens; (f) provisions limiting the Disposition, disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto))agreements; (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Personnew Subsidiaries, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant in such partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons customers under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements existbusiness; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which and are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth listed on Schedule 6.03;6.04 hereto; and (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of the contracts, instruments or obligations referred to in clauses (a) through (qj) above; provided that no such amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the BorrowerBorrower Agent, no more restrictive with respect to such encumbrances encumbrance and other restrictions, restrictions taken as a whole, whole than those in effect prior to the relevant such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall not, No Loan Party nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, shall enter into any agreement prohibiting in agreement, instrument, deed or lease which prohibits or limits the ability of any material respect the creation Loan Party to create, incur, assume or assumption of suffer to exist any Lien upon any of its their respective properties (other than Excluded Assets)or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to secure the Obligations, except with respect to: the following: (a) restrictions relating covenants with respect to any asset (specific property encumbered to secure payment of particular Indebtedness or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed to be sold pursuant to an executed agreement entered into in connection with any Disposition or other transfer, lease or license respect to an Asset Sale permitted under Section 6.08 pending the consummation of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; sale; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements licenses and other similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale licenses or other similar agreements, as the case may be); ; (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (hc) 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 that restrict the transfer of the assets ofagreements, or ownership interests inin each case, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business business; (h) restrictions on cash (or for whose benefit such Cash Equivalents) or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses imposed by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were 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 which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or real property leases entered into by Subsidiaries, so long as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement Holdings has determined in good faith that such Restricted Subsidiary is a party net worth provisions could not reasonably be expected to impair the ability of Holdings and its Subsidiaries to meet their ongoing obligations; and (j) any security interest or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into right of set-off in anticipation favor of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; Dutch banks arising from their general banking conditions (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingalgemene bankvoorwaarden).

No Further Negative Pledges. The Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Parent Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p‎(p) of Section ‎Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section ‎Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Parent Borrower, not materially more restrictive as concerning the Parent Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Parent Borrower in good faith) and (2) will not materially impair the Parent Borrower’s obligation or ability to make any payments required hereunder (as determined by the Parent Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Parent Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section ‎Section 6.02 and/or 6.06 ‎6.06 and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth or similar requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date Amendment No. 8 Effective or (ii) which are contemplated as of the Closing Amendment No. 8 Effective Date and, in the case of this clause (ii‎(ii), as set forth on Schedule 6.03‎6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]restrictions in Indebtedness permitted by ‎Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Persons obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Parent Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Parent Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Carlyle Sale/Leaseback Documents or the iStar Carlyle Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction DocumentsDocuments and/or any documents governing any Sale and Lease-Back Transactions; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a‎(a) through (q‎(q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Parent Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall Credit Parties will not, nor shall it and will not permit any of its Restricted Subsidiaries that are Loan Parties Subsidiary to, directly or indirectly, enter into into, incur or permit to exist any agreement prohibiting in or other arrangement that prohibits, restrict or imposes any material respect condition upon the creation ability of the Borrower any Subsidiary to create, incur or assumption of permit to exist any Lien upon any of its properties (other than Excluded Assets)assets, whether now owned or hereafter acquired, for to secure any Obligations; provided that the benefit of the Secured Parties with respect foregoing shall not apply to the Obligations, except with respect to: (a) restrictions relating to and conditions imposed by law, or by any asset (rule, regulation or all order of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with Governmental Authority, or by any Disposition or other transferCredit Document, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained and conditions existing on the date hereof identified on Schedule 6.3 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (c) in the Loan Documentscase of any Subsidiary that is not a Wholly-Owned Subsidiary, restrictions and conditions imposed by its Organizational Documents or any then extant Second Lien Facilityrelated joint venture, stockholder or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Incremental Equivalent DebtEquity Interests in such Subsidiary, (d) restrictions or conditions imposed by any Receivables Facility (limited 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 the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extensionsuch Indebtedness, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions conditions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements leases and other similar agreements that restrict restricting the transfer of the assets ofassignment thereof, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (if) restrictions on Cash cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons with customers under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; business, (jg) 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 effect at the time such Person becomes a Subsidiary and are not created in contemplation thereof, and (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed Contractual Obligations in connection with any Receivables Facility or similar transaction disposition permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior Section 6.8 to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingextent such restrictions apply only to the assets to be disposed of.

No Further Negative Pledges. The No Borrower nor any Restricted Subsidiary shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into or permit to exist any agreement Contractual Obligation (other than any Credit Document) prohibiting in any material respect the creation creation, assumption or assumption incurrence of any Lien upon any of its properties (other than Excluded Assets)for the benefit of the Secured Parties, whether now owned or hereafter acquired, for the benefit of the Secured Parties except with respect to the Obligations, except with respect to: (a) restrictions relating specific property encumbered to any asset (secure payment of particular Indebtedness or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed to be sold pursuant to an executed agreement entered into in connection with any Disposition or other transferrespect to a permitted Asset Sale, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements licenses and other similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or the property or assets secured by such Liens or on the property or assets subject to such leases, subleases, licenses, sublicenses, asset sale licenses or other similar agreements, as the case may be); , (ec) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the any Borrower or any of its Restricted Subsidiaries Subsidiary to Dispose dispose of or encumber transfer, or create a Lien on, the assets asset subject to such Permitted Liens; , (fd) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the applicable to joint ventures permitted under Section 6.07 and applicable solely to such joint venture and its equity, (e) customary provisions restricting assignment or transfer of any agreement entered into in the assets ofordinary course of business, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (if) restrictions on Cash cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons customers under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; business, (jg) restrictions (i) set forth in documents which exist imposed by any agreement governing Indebtedness entered into on or after the Closing Date or (ii) which are contemplated as of the Closing Date andand permitted under Section 6.01 that are, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or taken as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing iswhole, in the good faith judgment of the BorrowerBorrower Representative, either (i) taken as a whole no more restrictive than the restrictions contained in this Agreement or (ii) taken as a whole no more restrictive with respect to any Borrower or Restricted Subsidiary than customary market terms for Indebtedness of such encumbrances type, so long as Borrower Representative shall have determined in good faith that such restrictions pursuant to this clause (g) will not affect its obligation or ability to make any payments required hereunder, (h) restrictions regarding licensing or sublicensing by a Borrower or any of its Restricted Subsidiaries of intellectual property rights (including customary restrictions on assignment contained in license or sublicense agreements) entered into in the ordinary course of business, (i) restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder, and other restrictions, taken as (j) restrictions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a whole, than those Restricted Subsidiary of the Initial Borrower and otherwise permitted by this Agreement; provided that such restrictions apply only to (x) such Restricted Subsidiary and its assets (or any special purpose acquisition Restricted Subsidiary without material assets acquiring such Restricted Subsidiary pursuant to a merger) and (y) such Contractual Obligation was not entered into in effect prior to contemplation of such Person becoming a Restricted Subsidiary of the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingInitial Borrower.

No Further Negative Pledges. The Neither the Borrower shall notnor any Restricted Subsidiary will, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties todirectly or indirectly, enter into into, incur or permit to exist any agreement prohibiting in or other arrangement that prohibits, restricts or imposes any material respect condition upon the creation ability of the Borrower or assumption of any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its properties (other than Excluded Assets)assets, whether now owned or hereafter acquired, for to secure any Obligations; provided that the benefit of the Secured Parties with respect foregoing shall not apply to the Obligations, except with respect to: (a) restrictions relating to and conditions imposed by law or by any asset 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 all 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 assetsscope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of and/or the Capital Stock of the Borrower and/or (i) any Restricted Subsidiary which are imposed pursuant to an agreement entered into that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant 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 Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement; (b) , provided that such restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited and conditions apply only to the assets securing the such Indebtedness arising thereunderor subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (restrictions and clause (p) of Section 6.01 to the extent conditions imposed by agreements relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 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 extent Lenders than the restrictions and conditions imposed by such restrictions Indebtedness (1)(x) are, taken as a wholeor, in the good-faith judgment case of any Refinancing Indebtedness, by the Borrowerapplicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, not materially more restrictive as concerning (f) in connection with the Borrower 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) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary than customary market terms for Indebtedness of that is not, and is not required to become, a Credit Party hereunder, provided that such type or restrictions and conditions apply only to such Restricted Subsidiary, (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (dh) restrictions and conditions imposed by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements 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 business, (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (ej) Permitted Liens and customary restrictions in the agreements relating thereto that limit the right respect of the Borrower Intellectual Property contained in licenses or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets sublicenses of, or ownership interests inother grants of rights to use or exploit, the relevant partnershipsuch Intellectual Property, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions and conditions contained in documents governing any Permitted Term Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of this Agreementany such restriction or condition shall not have been expanded as a result thereof, and (l) restrictions contained in any iStar Exchange Documents agreement or Excluded Property Transaction Documents; and 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 (r) other restrictions including any such renewals or encumbrances imposed by any amendment, modification, restatement, extension arising as a result of a renewal, increase, supplement, refunding, replacement extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the contractsscope of any such restriction shall not have been expanded as a result thereof, instruments (m) restrictions constituting Permitted Liens and (n) restrictions and conditions contained in any agreement or obligations referred instrument evidencing or governing any Indebtedness permitted by Section 6.1 to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing isthe extent, in the good faith judgment of the Borrower, more restrictive with 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 such encumbrances and other restrictions, taken as a whole, than those in effect prior to meet their obligations under the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingCredit Documents.

No Further Negative Pledges. The Borrower Neither the Company nor any Guarantor shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets as security for the Obligations, whether now owned or hereafter acquired, for the benefit of the Secured Parties other than (i) (A) any agreement evidencing Indebtedness secured by Liens permitted by Section 8.02(a)(ii) or 8.02(a)(v) (but, with respect to the ObligationsLiens securing refinancings or renewals of Indebtedness secured by Liens described in Section 8.02(a)(vii), except with respect to: (a) restrictions relating limited to any asset (or all Liens of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition type or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is nature permitted by this Agreement; (b) restrictions contained in the Loan DocumentsSection 8.02(a)(ii), any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited without giving effect to the assets securing limitations on the amount of Indebtedness arising thereundersecured by such Liens in Section 8.02(a)(ii)), (B) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other agreement evidencing Indebtedness permitted by Section 6.01 8.01(f) that is secured by Liens permitted by Section 8.02(a)(vii) which are of a type or nature described in Section 8.02(a)(ii), without giving effect to the extent limitations on the amount of Indebtedness secured by such restrictions Liens in Section 8.02(a)(ii) or (1)(xC) arePermitted Encumbrances referred to in clauses (iii), taken as a whole(xv), in the good-faith judgment (xvi), (xviii) or (xix) of the Borrowerdefinition thereof, not materially more restrictive provided that any such prohibition contained therein relates only to the asset or assets subject to such Liens; (ii) any agreement evidencing an asset sale, as concerning to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or assets being sold; (yiii) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers Liens on assets of and interests in Joint Ventures; (including the granting of any Lieniv) contained in leases, subleases, licenses, sublicenses, asset sale agreements licenses and other agreements contracts containing customary non-assignment or negative pledge restrictions entered into in the ordinary course of business business; and (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other v) agreements and/or the binding on property or assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicenses, asset sale or other agreements, as the case may be); (e) Persons acquired in a Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements Acquisition (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits Investment permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (iihereunder), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation contemplation of an Unrestricted Subsidiary becoming a Restricted Subsidiary such Permitted Acquisition (or Investment permitted hereunder) and any such restriction does not extend applicable to any assets or property of the Borrower or any other Restricted Subsidiary Person other than the assets and Person acquired, or to any property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in other than the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingproperty so acquired.

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties Except with respect to the Obligations, 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 asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any permitted Disposition or other transferAsset Sale pending such Disposition or Asset Sale; provided such prohibitions, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited and conditions apply only to the assets securing or Subsidiary that is to be the Indebtedness arising thereunder) subject of such Disposition or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extensionAsset Sale, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other similar agreements entered into in the ordinary course of business (provided that that, such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale licenses or other 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) Permitted Liens and restrictions in applicable to a Subsidiary at the agreements relating thereto that limit time the right Subsidiary first becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any PersonBorrower, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was restrictions were not created solely entered into in connection with or in anticipation contemplation of such acquisition; Person becoming a Subsidiary of Borrower, (hf) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); applicable to Permitted Joint Ventures so long as they are (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirementsapplicable solely to such Permitted Joint Venture, including such restrictions or requirements imposed by Persons under contracts (ii) entered into in the ordinary course of business or (iii) were not entered into or agreed for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as purposes of avoiding any of the Closing Date and, restrictions in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law Agreement or the terms of any licenseother Credit Documents, authorization, concession (g) encumbrances or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to existing under or by reason of an any Requirement of Law, and (h) the Credit Documents, no Credit Party nor any of its Subsidiaries shall enter into any agreement that such Restricted Subsidiary is a party conditions or restricts the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations or entered into before requires the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation consent of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed Persons in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingforegoing.

No Further Negative Pledges. The Neither the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, shall enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its their properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: other than (ai) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is evidencing Indebtedness secured by Liens permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited as to the assets securing the Indebtedness arising thereundersuch Indebtedness, (ii) or any Additional Letter of Credit Facility (limited agreement evidencing an asset Transfer as to the assets securing being Transferred, (iii) restrictions and conditions arising under this Agreement and the Indebtedness arising other Loan Documents or the Mosaic Indentures and the notes issued thereunder, (iv) customary provisions in licenses, governmental permits, leases and other contracts restricting the assignment thereof, (and clause (pv) of Section 6.01 customary provisions in joint venture agreements relating solely to the extent relating to any extensionrespective joint venture or the Securities therein, refinancing, refunding or replacement of any of the foregoing); (cvi) restrictions and conditions contained in any documentation agreements existing at the time of (and not created in contemplation of) the acquisition of any Person or assets (including agreements governing any other Indebtedness permitted by Section 6.01 pursuant to the extent such restrictions clauses (1)(xv) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (yvii) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faithof subsection 7.1) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into in the ordinary course of business (provided that such restrictions are limited and conditions apply only to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or the property Person or assets secured so acquired, (vii) restrictions and conditions imposed by any Government Authority and (viii) restrictions under an agreement governing Indebtedness of a Foreign Subsidiary incurred in compliance with subsection 7.1 if such Liens restriction applies only to assets of such Foreign Subsidiary or any Subsidiary thereof; provided, that the property foregoing shall not apply to any such restrictions or assets subject to such leases, subleases, licenses, sublicenses, asset sale or other agreements, as conditions imposed by the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right terms of any Indebtedness of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber for borrowed money that the assets subject to such Liens; (f) provisions limiting Borrower incurs after the Disposition, distribution or encumbrance of assets or property Closing Date in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent compliance with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including this Agreement if such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which conditions are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by no less favorable to the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other Lenders than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions those contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingMosaic Indentures.

No Further Negative Pledges. The Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Parent Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p‎(p) of Section ‎Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section ‎Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Parent Borrower, not materially more restrictive as concerning the Parent Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Parent Borrower in good faith) and (2) will not materially impair the Parent Borrower’s obligation or ability to make any payments required hereunder (as determined by the Parent Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Parent Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section ‎Section 6.02 and/or 6.06 ‎6.06 and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth or similar requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Amendment No. 8 Effective Date or (ii) which are contemplated as of the Closing Amendment No. 8 Effective Date and, in the case of this clause (ii‎(ii), as set forth on Schedule 6.03‎6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]restrictions in Indebtedness permitted by ‎Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Persons obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Parent Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Parent Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Carlyle Sale/Leaseback Documents or the iStar Carlyle Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction DocumentsDocuments and/or any documents governing any Sale and Lease-Back Transactions; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a‎(a) through (q‎(q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Parent Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower No Credit Party shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to secure the Obligations, except with respect toprohibitions or restrictions existing under or by reason of: (a) restrictions relating this Agreement and the other Credit Documents; (b) applicable law; (c) any restriction or encumbrance with respect to any asset (assets of Borrower or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are other Credit Party imposed pursuant to an agreement which has been entered into for the sale or disposition of such assets, provided that such sale or disposition is permitted under this Agreement and such restriction or encumbrance shall only be effective against the assets to be sold or disposed of; (d) restrictions in connection with any Disposition or other transfer, lease or license disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is assets permitted by this Agreementunder Section 6.7; (be) restrictions contained that are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.6 and applicable solely to such joint venture entered into in the Loan Documents, ordinary course of business; (f) are negative pledges and restrictions on Liens in favor of any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the holder of Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of permitted under Section 6.01 6.1 but solely to the extent relating any negative pledge relates to any extension, refinancing, refunding the property financed by or replacement the subject of any of the foregoing)such Indebtedness; (cg) comprise restrictions contained in imposed by any documentation governing any other agreement relating to secured Indebtedness permitted by pursuant to Section 6.01 6.1 to the extent that such restrictions (1)(x) are, taken as a wholeapply only to the property or assets securing such Indebtedness or, in the good-faith judgment case of secured Indebtedness incurred pursuant to Section 6.1(p) to the Borrower, not materially more restrictive as concerning the Borrower Credit Party’s incurring or any Restricted Subsidiary than customary market terms for Indebtedness of guaranteeing such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith)Indebtedness; (dh) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (i) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (j) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements licenses and other similar agreements entered into in the ordinary course of business (provided business, provided, that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale licenses or other similar agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties toDirectly or indirectly, enter into into, incur or permit to exist any agreement prohibiting in Contractual Obligation (other than any material respect Loan Document or any Permitted Pari Passu Provision) that prohibits, restricts or imposes any condition upon the creation ability of (a) the Borrower or assumption of any other Loan Party to create, incur or permit to exist any Lien upon any of its properties property or assets (other than Excluded Assetsincluding the Capital Stock owned by the Borrower or such Loan Party), whether now owned or hereafter acquired(b) any Loan Party to make Restricted Payments to the Borrower or any other 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 restrictions and conditions imposed by Requirements of Law, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder (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 benefit avoidance of the Secured Parties with respect to the Obligationsdoubt, except with respect to: (a) such restrictions relating do not apply to any asset (Qualified Asset or all of the assets) of and/or to the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) Guarantor or any Additional Letter of Credit Facility Qualified Asset Owner), (limited iv) the foregoing shall not apply to restrictions that are binding on an Other Guarantor at the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent time such restrictions (1)(x) are, taken as Subsidiary first becomes a whole, in the good-faith judgment Subsidiary of the Borrower, so long as such Contractual Obligations were not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness entered into in contemplation of such type or (y) are not materially more restrictive, taken as Person becoming a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair Subsidiary of the Borrower’s obligation , (v) the foregoing shall not apply to restrictions or ability to make any payments required hereunder (as determined by the Borrower conditions in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale joint venture agreements and other similar agreements applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business business, (provided vi) the foregoing shall not apply to restrictions or conditions that such are customary restrictions are limited to the relevant on leases, subleases, licenses, sublicenses, licenses or asset sale 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, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, otherwise permitted hereby so long as such encumbrance or restriction relates restrictions solely relate to the Person and its subsidiaries assets subject thereto, (including the Capital Stock vii) clause (a) of the relevant Person or Persons) and/or property so acquired (or foregoing shall not apply to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts conditions restricting assignment of any agreement entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; business, (jviii) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is foregoing shall not a Loan Party permitted hereunder; (l) [reserved]; (m) apply to provisions restricting the granting of a security interest in IP Rights Intellectual Property contained in licenses, licenses or sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP RightsIntellectual Property, which licenses, licenses and sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP RightsIntellectual Property); , and (nix) the foregoing shall not apply to restrictions arising on cash or other deposits imposed by customers under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not contracts entered into in anticipation the ordinary course of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.

No Further Negative Pledges. The Borrower shall will not, nor shall will it permit any of its Restricted Subsidiaries that are Loan Parties Subsidiary to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, for to secure the benefit of the Secured Parties with respect to the Obligations, except with respect toObligations other than: (a) restrictions relating specific property encumbered to any asset (secure payment of particular Indebtedness or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed to be sold pursuant to an executed agreement entered into in connection with any Disposition respect to a permitted Asset Sale or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is disposition permitted by this Agreementunder Section 6.8; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicensesjoint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in to the ordinary course of business (extent permitted hereunder; provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicensesjoint venture agreements, asset sale agreements, stock sale agreements or other similar agreements, as the case may be); (c) [reserved]; (d) restrictions set forth in any document governing Incremental Equivalent Debt, Permitted Ratio Debt and Credit Agreement Refinancing Indebtedness, in each case, so long as such restrictions do not restrict or otherwise impair the rights of the Agents, the Lenders or any other Secured Party under this Agreement or any other Credit Document or any refinancing thereof; (e) Permitted Liens and restrictions in under any subordination or intercreditor agreement reasonably acceptable to the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries Administrative Agent with respect to Dispose of or encumber the assets subject to such LiensIndebtedness permitted under Section 6.1; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and leaserestrictions on Non-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only Credit Parties pursuant to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto))Indebtedness permitted under Section 6.1; (g) any encumbrance restrictions on Persons or restriction assumed property at the time such Person or property is acquired (including under Indebtedness permitted to be incurred pursuant to Section 6.1(k)); provided such restrictions were existing at the time of such acquisition and were not created in connection with an acquisition of the property anticipation or Capital Stock of any Person, so long as such encumbrance or restriction relates solely contemplation thereof and are limited to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (and any improvements, accessions, proceeds, dividends or to the Person distributions in respect thereof and assets fixed or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisitionappurtenant thereto); (h) restrictions imposed on assets financed or acquired pursuant to Section 6.1(d) (to the extent such restrictions were not created in contemplation of such acquisition of assets and do not extend to any assets other than such assets so acquired except to the extent permitted by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect theretoSection 6.1(d)); (i) restrictions that exist on Cash the Closing Date and (to the extent not otherwise permitted by this Section 6.3) are listed on Schedule 6.3 hereto and to the extent such restrictions are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such restrictions; (j) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Borrower or any Subsidiary; (k) restrictions arising in connection with cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder6.2; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendmentagreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.1 that are, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing istaken as a whole, in the good faith judgment of the Borrower, not materially more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such encumbrances type (and, in the case of any term indebtedness, are no more restrictive than the restrictions contained 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 make any payments required or to provide security hereunder; and (m) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and other restrictions, taken as a whole, than those in effect prior permitted under Section 6.1 that limit the right of the obligor to dispose of the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement assets securing such Indebtedness or refinancingthat are limited the property or assets intended to secure such Indebtedness.

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties Except with respect to the Obligations, except with respect to: (a) restrictions relating specific property encumbered to any asset (secure payment of particular Indebtedness or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed to be sold pursuant to an executed agreement entered into in connection with any Disposition or other transferrespect to a permitted Asset Sale, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Credit Documents and the First Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) Credit Agreement or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extensionrelated documents, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicensesjoint venture agreements, asset sale agreements sales and other procurement contracts and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale joint venture agreements or other similar agreements, as the case may be); (e) Permitted Liens and restrictions or in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, connection with sale and lease-back agreementstransactions permitted under Section 6.10, stock sale agreements (d) restrictions and other similar agreementsconditions imposed by law, which limitation is applicable (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 assets that are the subject of Person obligated under such agreements (Indebtedness and its Subsidiaries or the Persons the Capital Stock of which is the subject of property or assets intended to secure such agreement (or any “shell company” parent with respect thereto)); Indebtedness, (g) Contractual Obligations binding on a Subsidiary acquired by any encumbrance or restriction assumed Credit Party in connection with an acquisition of a Permitted Acquisition at the property or Capital Stock of any Persontime such Subsidiary first becomes a Subsidiary, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was contractual obligations were not created entered into solely in connection with or in anticipation contemplation of such acquisition; Person becoming a Subsidiary, (h) restrictions on cash deposits imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons vendors under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions business, (i) set forth in documents which exist restrictions on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses cash deposits made by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into customers in the ordinary course of business (in which case such restriction shall relate only that are subject to return to such IP Rights); customers and (nj) any restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of the contracts, instruments Contractual Obligations or obligations Indebtedness referred to in clauses (a) through (qi) above; provided that 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 isrefinancing, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien in the good faith judgment favor of the BorrowerLenders upon any of its properties or assets, more restrictive with respect whether now owned or hereafter acquired, to such encumbrances and other restrictions, taken as a whole, than those in effect prior to secure the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingObligations.

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties toDirectly or indirectly, enter into into, incur or permit to exist any agreement prohibiting in Contractual Obligation (other than any material respect Loan Document) that prohibits, restricts or imposes any condition upon the creation ability of (a) the Borrower or assumption of any other Loan Party to create, incur or permit to exist any Lien upon any of its properties property or assets (other than Excluded Assetsincluding the Capital Stock owned by the Borrower or such Loan Party), whether now owned or hereafter acquired(b) any Loan Party to make Restricted Payments to the Borrower or any other 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 restrictions and conditions imposed by Requirements of Law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder (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 benefit avoidance of the Secured Parties with respect to the Obligationsdoubt, except with respect to: (a) such restrictions relating do not apply to any asset (Qualified Asset or all of the assets) of and/or to the Capital Stock of any Guarantor), (iv) the Borrower and/or any Restricted foregoing shall not apply to restrictions that are binding on an Other Guarantor at the time such Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or first becomes a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment Subsidiary of the Borrower, so long as such Contractual Obligations were not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness entered into in contemplation of such type or (y) are not materially more restrictive, taken as Person becoming a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair Subsidiary of the Borrower’s obligation , (v) the foregoing shall not apply to restrictions or ability to make any payments required hereunder (as determined by the Borrower conditions in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale joint venture agreements and other similar agreements applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business business, (provided vi) the foregoing shall not apply to restrictions or conditions that such are customary restrictions are limited to the relevant on leases, subleases, licenses, sublicenses, licenses or asset sale 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, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, otherwise permitted hereby so long as such encumbrance or restriction relates restrictions solely relate to the Person and its subsidiaries assets subject thereto, (including the Capital Stock vii) clause (a) of the relevant Person or Persons) and/or property so acquired (or foregoing shall not apply to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts conditions restricting assignment of any agreement entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; business, (jviii) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is foregoing shall not a Loan Party permitted hereunder; (l) [reserved]; (m) apply to provisions restricting the granting of a security interest in IP Rights Intellectual Property contained in licenses, licenses or sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP RightsIntellectual Property, which licenses, licenses and sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP RightsIntellectual Property); , and (nix) the foregoing shall not apply to restrictions arising on cash or other deposits imposed by customers under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not contracts entered into in anticipation the ordinary course of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.

No Further Negative Pledges. The Borrower shall notNo Loan Party will, nor shall will it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquiredacquired other than (i) the Loan Documents, for the benefit of the Secured Parties (ii) any documentation governing any Indebtedness permitted pursuant to Sections 7.1(p), (q) and (r) and any Permitted 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 Obligations, except with respect to: restrictions and conditions in the Loan Documents. (aiii) restrictions relating to any asset (or all agreement evidencing Permitted Subordinated Indebtedness so long as the terms thereof are no more restrictive on any of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained Group Members than those set forth in the Loan Documents, (iv) restrictions and conditions existing on the date hereof and described in reasonable detail on Schedule 7.2 annexed hereto (but this exception shall not apply to any then extant Second Lien Facilityextension or renewal, or any Incremental Equivalent Debt, amendment or modification of such restriction or condition that has the effect of expanding the scope of any Receivables Facility such restriction or condition); (limited v) customary restrictions and conditions contained in agreements relating to the sale, lease, transfer or other disposition of a Restricted Subsidiary of Borrower or any Asset Sales pending such sale, lease, transfer or other disposition; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets securing that are to be sold, leased, transferred or disposed of and such sale, lease, transfer or other disposition is permitted hereunder, (vi) customary anti-assignment and anti-licensing provisions in contracts or licenses restricting the Indebtedness arising thereunderassignment 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 Additional Letter 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 Credit Facility any Person, other than the Person or the properties or assets of the Person so acquired, (limited ix) pursuant to any agreement in effect at the assets securing 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 of Borrower, (x) imposed by the laws, regulations and orders of any Governmental Authority, (xi) restrictions imposed by any agreement relating to secured Indebtedness arising thereunder) (and clause (p) of Section 6.01 permitted by this Agreement to the extent relating such restriction applies only to any extensionthe property securing by such Indebtedness, refinancing, refunding or replacement of any of the foregoing); (cxii) restrictions contained or conditions in any documentation governing any other Indebtedness permitted pursuant to Section 7.1 that is incurred or assumed by Section 6.01 Excluded Subsidiaries to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially or conditions are no more restrictive as concerning the Borrower or in any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, material respect than the restrictions contained and conditions in this Agreement the Loan Documents, (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (dxiii) restrictions by reason of customary provisions restricting assignments, subletting on cash (or Cash Equivalents) or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other deposits imposed by agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or the property restrictions on cash or assets secured by such Liens or the property or assets subject to such leasesdeposits constituting Permitted Encumbrances), subleases, licenses, sublicenses, asset sale or other agreements, as the case may be); (exiv) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, applicable to joint ventures permitted by Section 7.3 and applicable solely to such joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or business, and (xv) customary net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions provisions contained in documents governing Indebtedness 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 any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower Holdings and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingmeet their ongoing obligations.

No Further Negative Pledges. The Borrower shall not, not nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, to enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this AgreementSection 6.07; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Subsidiaries or the property or assets securing such Indebtedness; (c) restrictions contained in the documentation governing Indebtedness arising thereunderpermitted by clauses (l), (s), (u), (v) or any Additional Letter and (x) of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) Section 6.01 (and clause (po) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoingIndebtedness incurred in reliance on clauses (a); , (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions l), (1)(x) ares), taken as a whole(u), in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faithv) and (2x) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faithof Section 6.01); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of of, or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)agreement); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or the Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation contemplation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, corporate organizational documents (including, without limitation, certificates of designation), joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant such partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03Date; (k) restrictions contained in documents governing Indebtedness and Liens on Capital Stock permitted hereunder of any Restricted Subsidiary that is not a Loan Party permitted hereunderParty; (l) [reserved]restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation or obligations of the type referred to in Section 6.01(e); (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of the contracts, instruments or obligations referred to in clauses (a) through (ql) above; provided that no such amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (n) restrictions created in connection with any Securitization Facility.

No Further Negative Pledges. The Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Parent Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease lease, sub-lease, license, sublicense or cross-license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Qualified Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the and in any Indebtedness arising thereunderpermitted under ‎Section 6.01(p) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section ‎Section 6.01 to the extent such restrictions (1)(xx) are, taken as a whole, in the good-faith judgment of the Parent Borrower, not materially more restrictive as concerning the Parent Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or type, (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Parent Borrower in good faith) and or (2z) will not materially impair the Borrower’s Borrowers’ obligation or ability to make any payments required hereunder (as determined by the Parent Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting subletting, licensing, sublicensing, cross-licensing or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, cross-licenses, joint venture agreements, asset sale agreements and agreements, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements Covered Agreement and/or the property or assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicenses, asset sale or other agreements, as the case may beCovered Agreement); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Parent Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict (i) relating to the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto), (ii) relating to such joint venture or its members and/or (iii) otherwise entered into in the ordinary course of business; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03‎6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]restrictions in Indebtedness permitted by ‎Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Persons obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Parent Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Parent Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Qualified Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction DocumentsHedge Agreement and/or any agreement relating to Banking Services; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses (a) through (q) aboveof this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Parent Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower No Credit Party shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to secure the Obligations, except with respect to: (a) contractual encumbrances, licenses or restrictions relating to any asset (or all of in effect on the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed Second Restatement Effective Date, including pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of this Agreement and the Capital Stock of the relevant Person that is permitted by this Agreementrelated documentation and Hedge Agreements and related documentation; (b) contractual restrictions contained in the Loan DocumentsSenior Notes Indenture, any then extant Second Lien Facilitythe Senior Notes, any Incremental Equivalent Debtthe Senior Exchange Notes Indenture, any Receivables Facility (limited to the assets securing Senior Exchange Notes, the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to New Senior Notes Indenture, the assets securing the Indebtedness arising thereunder) (New Senior Notes and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing)related guarantees and related documentation; (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, purchase money obligations for property acquired in the good-faith judgment ordinary course of business and Capital Leases that impose restrictions on the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith)property so acquired; (d) restrictions applicable Law or any applicable rule, regulation or order; (e) any agreement, license or other instrument of a Person acquired by reason or merged, consolidated or amalgamated with or into Parent Borrower or any of its Subsidiaries in existence at the time of such acquisition, merger, consolidation or amalgamation (but in any such 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 and its subsidiaries, or the property or assets of the Person and its subsidiaries, so acquired; (f) secured Indebtedness (to the extent such Indebtedness is permitted to be incurred pursuant to Section 6.1 hereof and the related Liens are permitted to be incurred pursuant to Section 6.2(h), (j), (k), (p), (r) or (ee) hereof) that limits the right of the debtor to dispose of the assets (other than any Collateral) securing such Indebtedness; (g) customary provisions restricting assignmentsin any joint venture agreement or similar agreement to the extent prohibiting the pledge of the Equity Interests of such joint venture; (h) restrictions or conditions contained in any trading, subletting netting, operating, construction, service, supply, purchase, sale or other transfers (including the granting agreement to which Parent Borrower or any of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements its Subsidiaries is a party entered into in the ordinary course of business (business; provided that such restrictions are limited to agreement prohibits the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or encumbrance of solely the property or assets secured by of Parent Borrower or such Liens or the property or assets Subsidiary that are subject to such leasesagreement, subleases, licenses, sublicenses, the payment rights arising thereunder or the proceeds thereof and not any other asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right property of the Parent Borrower or any of its Restricted Subsidiaries to Dispose of such Subsidiary or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Subsidiary; (i) any encumbrances or restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only type referred to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances above imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of the contracts, instruments or obligations referred to in clauses (a) through (qe) aboveof this Section 6.3; provided that no such amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the Parent Borrower, no more restrictive with respect to such encumbrances and other restrictions, restrictions taken as a whole, whole than those in effect prior to the relevant such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The None of Holdings, the Borrower shall notor any other Restricted Subsidiary will, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties todirectly or indirectly, enter into into, incur or permit to exist any agreement prohibiting in or other arrangement that prohibits, restricts or imposes any material respect condition upon the creation ability of Holdings, the Borrower or assumption of any other Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its properties (other than Excluded Assets)assets, whether now owned or hereafter acquired, for to secure any Obligations; provided that the benefit of the Secured Parties with respect foregoing shall not apply to the Obligations, except with respect to: (a) restrictions relating to and conditions imposed by law or by any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transferCredit Document, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this 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 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 Loan Documentscase of clause (ii), in any then extant Second Lien Facilityagreement 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 Incremental Equivalent DebtEquity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any Receivables Facility 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 (limited c), (d), (m), (t) or (u) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing the such Indebtedness arising thereunderor subject to such Liens, (e) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (restrictions and clause (p) of Section 6.01 to the extent conditions imposed by agreements relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 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 extent Lenders than the restrictions and conditions imposed by such restrictions Indebtedness (1)(x) are, taken as a wholeor, in the good-faith judgment case of any Refinancing Indebtedness, by the Borrowerapplicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, not materially more restrictive as concerning (f) in connection with the Borrower 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) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary than customary market terms for Indebtedness of that is not, and is not required to become, a Credit Party hereunder, provided that such type or restrictions and conditions apply only to such Restricted Subsidiary, (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (dh) restrictions and conditions imposed by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements 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 business, (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (ej) Permitted Liens and customary restrictions in the agreements relating thereto that limit the right respect of the Borrower Intellectual Property contained in licenses or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets sublicenses of, or ownership interests inother grants of rights to use or exploit, the relevant partnershipsuch Intellectual Property, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions and conditions contained in documents governing any Permitted Revolving Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents Document as in effect on the date Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of this Agreementany such restriction or condition shall not have been expanded as a result thereof, and (l) restrictions and conditions contained in any iStar Exchange Documents agreement or Excluded Property Transaction Documents; and (rinstrument 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) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of 6.1(w) to the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing isextent, in the good faith judgment of the Borrower, more restrictive with 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 such encumbrances and other restrictions, taken as a whole, than those in effect prior to meet their obligations under the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingCredit Documents.

No Further Negative Pledges. The Borrower Borrowers shall not, nor shall it they permit any of its their Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement;Section 6.07; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness; (c) restrictions contained in the documentation governing Indebtedness arising thereunderpermitted by (i) or any Additional Letter clauses (c), (d), (j), (m), (n), (q), (t), (u), (w), (x), (y) and/or (z) of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); Indebtedness incurred in reliance on clauses (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions ), (1)(x) ared), taken as a whole(j), in the good-faith judgment of the Borrower(m), not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (n), (q), (t), (u), (w), (x), (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement and/or (as determined by the Borrower in good faithz) of Section 6.01) and (2ii) will not materially impair this Agreement if such restrictions or conditions apply only to the Borrower’s obligation property or ability to make any payments required hereunder (as determined by the Borrower in good faith);assets securing such Indebtedness; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be);be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower Borrowers or any of its their Restricted Subsidiaries to Dispose of of, or encumber the assets subject to such Liens;Liens; (f) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back sale- leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto));agreement); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition;acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto);Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist;exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03;Date; (k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; (l) restrictions contained in documents governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved];Party; (m) provisions restricting the granting software and other licenses of a security interest in IP Rights contained in licenses, sublicenses pursuant to which the Lead Borrower or cross-licenses by any Restricted Subsidiary is the Borrower and its Restricted Subsidiaries licensee of such the relevant software or IP Rights, which licenses, sublicenses and cross-licenses were entered into in as the ordinary course of business case may be (in which case such restriction case, any prohibition or limitation shall relate only to such IP Rights);the assets that are the subject of the applicable license); and (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (ql) above; above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Lead Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall Credit Parties will not, nor shall it will they permit any of its Restricted Subsidiaries that are Loan Parties Domestic Subsidiary to, enter into into, assume or become subject to any agreement prohibiting in any material respect or otherwise restricting the creation or assumption of any Lien (including the requirement for an equal and ratable Lien) upon any of its their properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or this Credit Agreement and the other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; Credit Documents (b) restrictions pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited therein relates only to the asset or assets securing the Indebtedness arising thereunder) constructed or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extensionacquired in connection therewith, refinancing, refunding or replacement of any of the foregoing); (c) restrictions so long as the Liens granted pursuant to the Security Documents are not prohibited thereby, (i) customary anti-assignment provisions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) leases and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other licensing agreements entered into in the ordinary course of business or contained in any contract not a Material Contract, (provided that ii) restrictions imposed by law, (iii) customary restrictions contained in agreements relating to the sale of a Subsidiary of the Borrower (or all or substantially all of the assets thereof) pending such sale, so long as such restrictions are limited and conditions apply only to the relevant leasessuch Subsidiary and such sale is permitted hereunder, subleases, licenses, sublicenses, asset sale or other agreements and/or (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 secured by securing such Liens Indebtedness, (v) agreements with respect to Foreign Subsidiaries so long as any liability thereunder is non-recourse to any Credit Party, (vi) agreements with respect to joint ventures so long as any liability thereunder is non-recourse to the Credit Parties except to the extent of such Person's ownership interest in the joint venture, (vii) pursuant to the Senior Note Purchase Documents, and (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 property asset or assets subject to such leases, subleases, licenses, sublicenses, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingLien.

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties Except with respect to the Obligations, except with respect to: (a) restrictions relating specific property encumbered to any asset (secure payment of particular Indebtedness or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed to be sold pursuant to an executed agreement entered into in connection with any Disposition or other transferrespect to a permitted Asset Sale, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Credit Documents and the Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) Credit Agreement or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extensionrelated documents, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicensesjoint venture agreements, asset sale agreements sales and other procurement contracts and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale joint venture agreements or other similar agreements, as the case may be); (e) Permitted Liens and restrictions or in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, connection with sale and lease-back agreementstransactions permitted under Section 6.10, stock sale agreements (d) restrictions and other similar agreementsconditions imposed by law, which limitation is applicable (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 assets that are the subject of Person obligated under such agreements (Indebtedness and its Subsidiaries or the Persons the Capital Stock of which is the subject of property or assets intended to secure such agreement (or any “shell company” parent with respect thereto)); Indebtedness, (g) Contractual Obligations binding on a Subsidiary acquired by any encumbrance or restriction assumed Credit Party in connection with an acquisition of a Permitted Acquisition at the property or Capital Stock of any Persontime such Subsidiary first becomes a Subsidiary, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was contractual obligations were not created entered into solely in connection with or in anticipation contemplation of such acquisition; Person becoming a Subsidiary, (h) restrictions on cash deposits imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons vendors under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions business, (i) set forth in documents which exist restrictions on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses cash deposits made by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into customers in the ordinary course of business (in which case such restriction shall relate only that are subject to return to such IP Rights); customers and (nj) any restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of the contracts, instruments Contractual Obligations or obligations Indebtedness referred to in clauses (a) through (qi) above; provided that 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 isrefinancing, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien in the good faith judgment favor of the BorrowerLenders upon any of its properties or assets, more restrictive with respect whether now owned or hereafter acquired, to such encumbrances and other restrictions, taken as a whole, than those in effect prior to secure the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingObligations.

No Further Negative Pledges. The None of Holdings, the Borrower shall notor any other Restricted Subsidiary will, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties todirectly or indirectly, enter into into, incur or permit to exist any agreement prohibiting in or other arrangement that prohibits, restricts or imposes any material respect condition upon the creation ability of Holdings, the Borrower or assumption of any other Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its properties (other than Excluded Assets)assets, whether now owned or hereafter acquired, for to secure any Obligations; provided that the benefit of the Secured Parties with respect foregoing shall not apply to the Obligations, except with respect to: (a) restrictions relating to and conditions imposed by law or by any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transferCredit Document, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this 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 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 Loan Documentscase of clause (ii), in any then extant Second Lien Facilityagreement 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 Incremental Equivalent DebtEquity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any Receivables Facility 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 (limited c), (d), (m), (t) or (u) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing the such Indebtedness arising thereunderor subject to such Liens, (e) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (restrictions and clause (p) of Section 6.01 to the extent conditions imposed by agreements relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 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 extent Lenders than the restrictions and conditions imposed by such restrictions Indebtedness (1)(x) are, taken as a wholeor, in the good-faith judgment case of any Refinancing Indebtedness, by the Borrowerapplicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, not materially more restrictive as concerning (f) in connection with the Borrower 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 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) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary than customary market terms for Indebtedness of that is not, and is not required to become, a Credit Party hereunder, provided that such type or restrictions and conditions apply only to such Restricted Subsidiary, (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (dh) restrictions and conditions imposed by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements 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 business, (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (ej) Permitted Liens and customary restrictions in the agreements relating thereto that limit the right respect of the Borrower Intellectual Property contained in licenses or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets sublicenses of, or ownership interests inother grants of rights to use or exploit, the relevant partnershipsuch Intellectual Property, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions and conditions contained in documents governing any Permitted Term Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents Document as in effect on the date Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of this Agreementany such restriction or condition shall not have been expanded as a result thereof, and (l) restrictions and conditions contained in any iStar Exchange Documents agreement or Excluded Property Transaction Documents; and (rinstrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(j), 6.1(u), 6.1(v) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of 6.1(w) to the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing isextent, in the good faith judgment of the Borrower, more restrictive with 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 such encumbrances and other restrictions, taken as a whole, than those in effect prior to meet their obligations under the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingCredit Documents.

No Further Negative Pledges. The Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this AgreementSection 6.07; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing)such Indebtedness; (c) restrictions contained in any First Lien Facility, any Second Lien Facility and the documentation governing any other Indebtedness permitted by clauses (j), (m), (p), (u), (w), (x) and/or (y) of Section 6.01 6.01, in each case, to the extent such restrictions (1)(x) are, taken as a whole, in restriction does not restrict the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined Secured Obligations from being secured by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith)assets that constitute Collateral; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Lead Borrower or any of its Restricted Subsidiaries to Dispose of of, or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)agreement); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03Date; (k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; (l) restrictions contained in documents governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]Party; (m) provisions restricting restrictions on any asset (or all of the granting assets) of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by and/or the Capital Stock of the Lead Borrower and its and/or any Restricted Subsidiaries of such IP Rights, Subsidiary which licenses, sublicenses and cross-licenses were is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the ordinary course Capital Stock of business (in which case such restriction shall relate only to such IP Rights)the relevant Person that is permitted or not restricted by this Agreement; (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of set forth in any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend relating to any assets or property Permitted Lien that limits the right of the Lead Borrower or any other Restricted Subsidiary other than to Dispose of or encumber the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documentssubject thereto; and (ro) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (qn) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Lead Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower Parent and each other Loan Party shall not, nor shall it permit any of its Restricted Subsidiaries Subsidiary that are is a Loan Parties Party to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Loan Document Obligations, except with respect to: (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the any Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) Debt or any Additional Letter of Credit Facility (limited to the assets securing the and in any Indebtedness arising thereunderpermitted under Section 6.01(p) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 (or related Lien permitted under Section 6.02) to the extent such restrictions (1)(xx) are, taken as a whole, in the good-faith judgment of the BorrowerParent, not materially more restrictive as concerning the any Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or type, (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower Parent in good faith) and or (2z) will not materially impair the any Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower Parent in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements, asset sale agreements and agreements, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements Covered Agreement and/or the property or assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicenses, asset sale or other agreements, as the case may beCovered Agreement); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower Parent or any of its their Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation contemplation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict (i) relating to the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto), (ii) relating to such joint venture or its members and/or (iii) otherwise entered into in the ordinary course of business; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunderhereunder (solely to the extent relating to the assets or Capital Stock of such Restricted Subsidiary); (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower Borrowers and its their Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the any Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder[reserved]; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this any Hedge Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documentsagreement relating to Banking Services and/or any agreement relating to Permitted Treasury Arrangements; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses (a) through (q) aboveof this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the BorrowerParent, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall Credit Parties will not, nor shall it will they permit any of its Restricted Subsidiaries that are Loan Parties Subsidiary (excluding Excluded Joint Ventures) to, enter into into, assume or become subject to any agreement prohibiting in any material respect or otherwise restricting the creation or assumption of any Lien upon any of its their properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, or requiring the grant of any security for the benefit of the Secured Parties with respect to the Obligationssuch obligation if security is given for some other obligation, except with respect to: (a) restrictions relating pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness permitted hereunder; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (or all of the assetsc) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition Permitted Lien or other transferany 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, lease or license of such asset (or assetsd) and/or all or a portion of (i) which exist on the Capital Stock of Closing Date and (to the relevant Person that is extent not otherwise permitted by this Agreement; Section 6.13) are listed on Schedule 6.9 and (bii) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to 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 extensionagreement evidencing any permitted renewal, refinancingextension or refinancing of such Indebtedness so long as such renewal, refunding extension or replacement refinancing does not expand the scope of any such restriction or condition; (e) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the foregoing); Company, so long as such restriction or condition was not entered into in contemplation of such Person becoming a Subsidiary of the Company; (cf) restrictions contained are provisions in any documentation governing any Organization Documents and other Indebtedness permitted by Section 6.01 customary provisions in joint venture agreements and other similar agreements applicable to Excluded Joint Ventures or to other Persons that are not Subsidiaries of the Company (to the extent the Investment in such restrictions (1)(xExcluded Joint Venture or other Person is a Permitted Investment) are, taken as a whole, in the good-faith judgment that limit Liens on or transfers of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness Equity Interests of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting joint venture or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements Person entered into in the ordinary course of business business; (provided that such g) are customary restrictions are limited to the relevant or conditions in leases, subleases, licenses, sublicenses, licenses or asset sale agreements otherwise permitted hereby (or other agreements and/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 or assets secured owned by such Liens third party) so long as such restrictions or the property or assets subject to such leases, subleases, licenses, sublicenses, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable conditions relate only to the assets that are the subject of such agreements (or the Persons the Capital Stock Company’s or such Subsidiary’s rights under such easement, right of which is the way or similar right or encumbrance, as applicable) subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; ; (h) restrictions imposed by are customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer restricting subletting or assignment of any lease governing a leasehold interest of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture Company or any similar Person (or any “shell company” parent with respect thereto); Subsidiary; (i) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and (j) are restrictions on Cash cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons customers under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.

No Further Negative Pledges. The Borrower shall notExcept (x) with respect to specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an Asset Sale, nor shall it permit (y) customary limitations in respect of the Company and its Subsidiaries contained in any agreement with respect to Indebtedness incurred in reliance on subsections 7.1(ii), (iv), (vi), (vii), (viii), (x) or (xi), and (z) restrictions or limitations contained in any partnership agreement or joint venture agreement to which Company or any of its Restricted Subsidiaries that are Loan Parties tois a party on the ability to create or assume Liens on any assets of the relevant partnership or joint venture, neither Company nor any of its Subsidiaries shall enter into any agreement (other than an agreement prohibiting in any material respect only the creation of Liens securing Subordinated Indebtedness) prohibiting the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, for the benefit .” D. Subsection 7.15 of the Secured Parties with respect to Credit Agreement is further amended by adding the Obligations, except with respect tofollowing as subsection 7.15E: (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transferE. Company shall not, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, shall not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or permit any of its Restricted Subsidiaries to Dispose of to, amend or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or otherwise change the terms of the Senior Notes, or make any licenseamendment thereof or change thereto, authorizationif the effect of such amendment or change is to increase the interest rate or fees on such Senior Notes, concession permit interest to be paid in cash, change (to earlier dates) any dates upon which payments of principal or permit issued interest are due thereon, change any event of default or granted by a Governmental Authority; (o) restrictions condition to an event of default with respect thereto (other than to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and eliminate any such restriction does not extend event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change any guaranty thereof, or provide any collateral therefor, or if the effect of such amendment or change, together with all other amendments or changes made, is to any assets or property increase materially the obligations of the Borrower obligor thereunder to the detriment of Lenders or to confer any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect additional rights on the date holders of this Agreement, and restrictions contained in any iStar Exchange Documents Senior Notes (or Excluded Property Transaction Documents; and (ra trustee or other representative on their behalf) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred which would be adverse to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingLenders.”

No Further Negative Pledges. The Borrower shall notNeither the Borrowers, the Subsidiary Guarantors nor shall it permit any of its Restricted their Subsidiaries that are Loan Parties to, shall enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed be sold pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is sale permitted by this AgreementSection 6.08; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such agreement applies solely to the specific asset or assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing)which such Permitted Lien applies; (c) restrictions contained in any the Senior Note Indenture and the documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions clauses (1)(xq), (r), (u), (v), (w) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or and (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith)of Section 6.01; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other similar agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower Agent or any of its Restricted Subsidiaries to Dispose dispose of or encumber transfer the assets subject to such Liens; (f) provisions limiting the Disposition, disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto))agreements; (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Personnew Subsidiaries, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant in such partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons customers under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements existbusiness; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which and are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth listed on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents6.04 hereto; and (rk) other restrictions or encumbrances imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of the contracts, instruments or obligations referred to in clauses (a) through (qj) above; provided that no such amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the BorrowerBorrower Agent, no more restrictive with respect to such encumbrances encumbrance and other restrictions, restrictions taken as a whole, whole than those in effect prior to the relevant such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall notExcept prohibitions or restrictions (a) contained within this Credit Agreement or the other Credit Documents, nor shall it permit (b) other than with respect to the matters contained in clause (ii)(A) below, contained within the definitive documentation for any Permitted Pari Passu Indebtedness or any Permitted Junior Indebtedness, (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 its Restricted Subsidiaries that are Loan Parties toparticular Indebtedness (which Indebtedness relates solely to such specific Property, enter into 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 agreement Indebtedness permitted by Section 8.1(g) hereof with respect to prohibiting in any material respect or restricting 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, assume or become subject to any agreement prohibiting or otherwise restricting (i) the creation or assumption of any Lien upon its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, for or requiring the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement grant of any security for such obligation if security is given for some other obligation or (ii) the ability of the foregoing); any Subsidiary of Holdings to (cA) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken act as a wholeCredit Party, in the good-faith judgment (B) make Restricted Payments, loans or advances, or transfers of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower Holdings or any of its Restricted Subsidiaries to Dispose Subsidiaries, (C) pay any Indebtedness of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (Holdings or any “shell company” parent with respect thereto)); of its Subsidiaries or (gD) any encumbrance make loans or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely advances to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture Holdings or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSubsidiaries.

No Further Negative Pledges. The Borrower shall not, not nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, to enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this AgreementSection 6.07; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Subsidiaries or the property or assets securing such Indebtedness; (c) restrictions that are no more restrictive than those in this Agreement or are otherwise consistent with market terms for similar Indebtedness (as determined by the Indebtedness arising thereunderboard of the Borrower) or any Additional Letter contained in the documentation governing Xxxxxxxxxxxx xxxxxxxxx xx xxxxxxx (x), (x), (x), (x), (x), (x) and (x) of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) Section 6.01 (and clause (po) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoingIndebtedness incurred in reliance on clauses (a); , (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions l), (1)(x) arep), taken as a whole(s), in the good-faith judgment of the Borrower(t), not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictiveu), taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faithv) and (2x) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faithof Section 6.01); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of of, or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)agreement); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or the Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation contemplation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant such partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03Date; (k) restrictions contained in documents governing Indebtedness and Liens on Capital Stock permitted hereunder of any Restricted Subsidiary that is not a Loan Party permitted hereunderParty; (l) [reserved]; restrictions that are no more restrictive than those in this Agreement or are otherwise consistent with market terms for similar Indebtedness (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses as determined by the Borrower and its Restricted Subsidiaries board of such IP Rightsthe Borrower) set forth in any Loan Document, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an Hedge Agreement and/or any agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend relating to any assets Banking Services Obligation or property obligations of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed type referred to in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction DocumentsSection 6.01(e); and (rm) other restrictions or encumbrances imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of the contracts, instruments or obligations referred to in clauses (a) through (ql) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in or are otherwise consistent with market terms for similar Indebtedness (as determined by the good faith judgment board of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing).

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties Except with respect to the Obligations, except with respect to: (a) restrictions relating property encumbered to any asset (secure payment of particular Indebtedness or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed to be sold pursuant to an executed agreement entered into in connection with any Disposition or other transferrespect to an asset sale permitted hereunder, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan DocumentsMSW Indentures, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 leases and licenses that relate only to the extent property or rights leased or licensed thereunder, (d) restrictions contained in the MSW Refinancing Indenture or the New MSW Indentures and in any documents, instruments or agreements pursuant to which the MSW Refinancing Notes or New MSW Notes may be refinanced or replaced that are no more restrictive than those contained in the MSW Indentures or the New MSW Indentures, as applicable, (e) restrictions contained in the Second Lien Credit Agreement and all collateral documents related thereto as of the Closing Date and in Second Lien Notes Indenture, (f) restrictions contained in any documents, instruments or agreements pursuant to which the Second Lien Notes or Second Lien Term Loans may be refinanced or replaced that are no more restrictive than those contained in the Second Lien Credit Agreement or the Second Lien Notes Indenture as applicable, (g) restrictions contained in the ARC Indenture, (h) restrictions contained in any documents, instruments or agreements pursuant to which the ARC Notes or the New ARC Notes may be refinanced or replaced (including any ARC Refinancing Indenture) that are no more restrictive than those contained in the ARC Indenture, (i) restrictions contained in any instrument, document or agreement to which any Person acquired by Company or a Subsidiary in a Permitted Acquisition is a party, provided that such restrictions (1)(xA) are, taken as a whole, were not created in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness contemplation of such type or acquisition and (yB) are not materially more restrictiveapplicable to any Person, taken as a whole, property or assets other than the restrictions contained in this Agreement Persons so acquired (as determined by the Borrower in good faith) and its Subsidiaries), (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (dj) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements licenses and other similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale licenses or other similar agreements, as the case may be); ) and (ek) Permitted Liens and restrictions provisions in the principal lease, service and operating agreements pertaining to Projects or the partnership and financing agreements relating thereto that limit the right of the Borrower to Projects, or any of its Restricted Subsidiaries to Dispose of extension, renewal or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, replacement thereof so long as in each case such encumbrance lease, service, operating, partnership or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely financing agreement is in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated effect as of the Closing Date Date, is otherwise permitted to be entered into hereunder and, in the case of this clause (ii)any extension, as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness renewal or replacement, such agreement contains no more restrictive provisions relating to prohibiting the creation or assumption of any Restricted Lien upon the properties or assets of the relevant Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting than the granting of a security interest in IP Rights contained in licenseslease, sublicenses service, operating, partnership or cross-licenses by the Borrower financing agreement so extended, renewed or replaced, Company and its Restricted Subsidiaries shall not, and shall not permit any of such IP Rightstheir Subsidiaries to, which licenses, sublicenses and cross-licenses were entered enter into in any agreement prohibiting the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under creation or as a result of applicable Requirements of Law or the terms assumption of any licenseLien upon any of its properties or assets, authorization, concession whether now owned or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancinghereafter acquired.

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties Except with respect to the Obligations, except with respect to: (a) restrictions relating specific property encumbered to any asset (secure payment of particular Indebtedness or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed to be sold pursuant to an executed agreement entered into in connection with any Disposition or other transferrespect to a permitted Asset Sale, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements licenses and other similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale licenses or other similar agreements, as the case may be); , (c) restrictions under the Term Loan Facility Documents as in effect on the Closing Date, (d) restrictions identified on Schedule 6.7, (e) Permitted covenants in documents creating Liens and restrictions in permitted by Section 6.2 prohibiting further Liens on the agreements relating thereto that limit the right properties encumbered thereby, (f) customary provisions restricting assignment of any agreement or license entered into by the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into Subsidiary thereof in the ordinary course of business business, (g) any other agreement that does not restrict in any manner (directly or for whose benefit such Cash indirectly) Liens created pursuant to the 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 deposits obligation by virtue of the granting of Liens on or net worth requirements exist; pledge of property of any Credit Party to secure the Secured Obligations and (jh) restrictions any prohibition or limitation that (i) set forth in documents which exist on the Closing Date or exists pursuant to applicable Requirements of Law, (ii) which are contemplated as consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.6, (iii) restricts subletting or 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 Closing Date andBorrower, in the case of this clause (ii), so long as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation contemplation of an Unrestricted Subsidiary such person becoming a Restricted Subsidiary and Subsidiary, or (v) exists in any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed instrument governing Indebtedness assumed in connection with any Receivables Facility Permitted Acquisition, which encumbrance or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents restriction is not applicable to any person, or the iStar Sale/Leaseback 2014 Documents as in effect on properties or assets of any person, other than the date of this Agreement, and restrictions contained in any iStar Exchange Documents person or Excluded Property Transaction Documents; and (r) other restrictions the properties or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing assets of the contractsperson so acquired, instruments no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or obligations referred assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in secure the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSecured Obligations.

No Further Negative Pledges. The Neither the Borrower shall notnor any Restricted Subsidiary will, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties todirectly or indirectly, enter into into, incur or permit to exist any agreement prohibiting in or other arrangement that prohibits, restricts or imposes any material respect condition upon the creation ability of the Borrower or assumption of any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its properties (other than Excluded Assets)assets, whether now owned or hereafter acquired, for to secure any Obligations; provided that the benefit of the Secured Parties with respect foregoing shall not apply to the Obligations, except with respect to: (a) restrictions relating to and conditions imposed by law or by any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transferCredit Document, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained and conditions existing on the 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 Loan Documentscase of any Person that is not a Subsidiary, restrictions and conditions imposed by agreements and documents governing Indebtedness of such Person or by its Organizational Documents or any then extant Second Lien Facilityrelated 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 Incremental Equivalent Debtagreement or document governing secured Indebtedness permitted by [[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”, any Receivables Facility (limited provided that such restrictions and conditions apply only to the assets securing the such Indebtedness arising thereunder) or any Additional Letter of Credit Facility subject to such Liens, (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (ce) restrictions contained in and conditions imposed by any documentation agreement or document governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are6.1(f), taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into in the ordinary course of business (provided that such restrictions and conditions apply only to Persons that are limited permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or Lenders than the property or assets secured restrictions and conditions imposed by such Liens or the property or assets subject to such leases, subleases, licenses, sublicenses, asset sale or other agreements, as the case may be); Indebtedness (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date andor, in the case of this 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, as set forth on Schedule 6.03; 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, (kg) restrictions contained in documents and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Loan Credit Party hereunder, provided that such restrictions and conditions apply only to such 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 hereunder; 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) [reserved]; (m) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing isassignment thereof or, in the good faith judgment case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder. Nothing in this Section 6.3 shall be deemed to modify the requirements set forth in the definition of the Borrowerterm “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.10, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to 5.11 or 5.12 or under the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingCollateral Documents.

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties Except with respect to the Obligations, except with respect to: (a) restrictions relating specific property encumbered by a Lien permitted by Section 6.2 to any asset (secure payment of particular Indebtedness or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed to be sold pursuant to an executed agreement entered into in connection with any Disposition or other transferrespect to a permitted Asset Sale, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicensesjoint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in to the ordinary course of business (provided extent permitted hereunder; provided, that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicensesjoint venture agreements, asset sale agreements, stock sale agreements or other similar agreements, as the case may be); , (ec) Permitted Liens and restrictions in the agreements relating thereto that limit the right other Indebtedness incurred in compliance with Section 6.1 in respect of the Borrower or any Liens in favor of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary parties other than the assets and property of such Subsidiary; Secured Parties, (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (qd) restrictions contained in the iStar Sale/Leaseback Credit Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreementany related documents, and restrictions contained (e) any other agreement that does not restrict in any iStar Exchange manner Liens created pursuant to the Credit Documents on any Collateral securing the Obligations and does not require the granting of any Lien securing any Indebtedness or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed obligation by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing virtue of the contractsgranting of Liens on or pledge of property of any Loan Party to secure the Obligations, instruments or obligations referred (f) any prohibition or limitation that exists pursuant to in clauses (a) through (q) aboveapplicable laws; provided provided, that no such amendmentrestrictions, modificationtaken as a whole, restatement, renewal, increase, supplement, refunding, replacement or refinancing isare, in the good faith judgment of the Borrower, no more materially restrictive with respect to such encumbrances and other restrictions, taken as a whole, restrictions than those contained in effect prior to this Agreement, Borrower shall not enter into any agreement prohibiting the relevant amendmentcreation or assumption of any Lien upon any of its properties or assets, modification, restatement, renewal, increase, supplement, refunding, replacement whether now owned or refinancinghereafter acquired.

No Further Negative Pledges. The Borrower shall not, No Credit Party nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, shall enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to secure the Obligations, except with respect to: to (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transferidentified on Schedule 6.03, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in this Agreement and the Loan other Credit Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained the Senior Notes Documents, (d) 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, (e) agreements for the benefit of the holders of Liens described in Section 6.02(n) and applicable solely to the property subject to such Lien, (f) covenants in documents creating Liens permitted by Section 6.02(n) prohibiting further Liens on the properties encumbered thereby; (g) any other agreement that does not restrict in any documentation governing manner (directly or indirectly) Liens created pursuant to the Credit Documents on any Collateral securing the Obligations and that 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 Obligations; (h) covenants in any Indebtedness permitted by pursuant to Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially or conditions are no more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into conditions in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date andCredit Documents or, in the case of this clause (ii)Subordinated Indebtedness, as set forth on Schedule 6.03; (k) restrictions contained are market terms at the time of issuance or, in documents governing the case of Indebtedness of any Restricted Subsidiary Foreign Subsidiary, are imposed solely on Foreign Subsidiaries; (i) any prohibition or limitation that is not a Loan Party permitted hereunder; (l1) [reserved]; exists pursuant to applicable law, (m2) provisions restricting the granting consists of a security interest in IP Rights customary restrictions and conditions contained in licenses, sublicenses or cross-licenses by any agreement relating to the Borrower and its Restricted Subsidiaries sale of any property permitted under Section 6.07 pending the consummation of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions sale solely with respect to such property being disposed of, (3) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an (4) exists in any agreement that in effect at the time such Restricted Subsidiary is becomes a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that of Borrower, so long as such agreement was not entered into in anticipation contemplation of an Unrestricted Subsidiary such person becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; , (p5) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances is imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement amendments or refinancing refinancings that are otherwise permitted by the Credit Documents of the contracts, instruments or obligations referred to in clauses (ac), (d), (g), (h) through or (q) above; i)(4), provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances amendments and other restrictionsrefinancings are, taken as a whole, no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or refinancing and (j) customary provisions in Joint Venture agreements and other similar agreements applicable to Joint Ventures and applicable solely to such Joint Venture entered into in the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingordinary course of business.

No Further Negative Pledges. The Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this AgreementSection 6.07; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing)such Indebtedness; (c) restrictions contained in any Term Facility and the documentation governing any other Indebtedness permitted by clauses (j), (m), (p), (u), (w) and/or (y) of Section 6.01 6.01, in each case, to the extent such restrictions (1)(x) are, taken as a whole, in restriction does not restrict the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined Secured Obligations from being secured by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith)assets that constitute Collateral; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Lead Borrower or any of its Restricted Subsidiaries to Dispose of of, or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)agreement); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03Date; (k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; (l) restrictions contained in documents governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]Party; (m) provisions restricting restrictions on any asset (or all of the granting assets) of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by and/or the Capital Stock of the Lead Borrower and its and/or any Restricted Subsidiaries of such IP Rights, Subsidiary which licenses, sublicenses and cross-licenses were is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the ordinary course Capital Stock of business (in which case such restriction shall relate only to such IP Rights)the relevant Person that is permitted or not restricted by this Agreement; (n) restrictions arising under set forth in any agreement relating to any Permitted Lien that limits the right of the Lead Borrower or as a result any Restricted Subsidiary to Dispose of applicable Requirements of Law or encumber the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority;assets subject thereto; and (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (qn) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Lead Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower shall Each of the Credit Parties will not, nor shall will it permit any of its Restricted Subsidiaries that are Loan Parties Subsidiary to, enter into into, assume or become subject to any agreement prohibiting in any material respect or otherwise restricting the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, or requiring the grant of any security for the benefit of the Secured Parties with respect to the Obligationssuch obligation if security is given for some other obligation, except with respect to: (a) restrictions relating pursuant to this Agreement and the other Credit Documents, (b) 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, (or all c) pursuant to the Senior Indenture and the Convertible Notes Indenture, as each of the assetsforegoing are in effect on the Effective Date, (d) pursuant to any document governing Indebtedness of and/or a Foreign Subsidiary (other than the Capital Stock 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 and/or or Alliance AG or the equity interests in any Restricted Subsidiary which are imposed pursuant to an agreement entered into Material Foreign Subsidiary), (e) such prohibitions or restrictions affecting one or more Immaterial Subsidiaries, (f) in connection with any Disposition Permitted Lien or other transferany 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, lease (g) any instrument governing Indebtedness or license of such asset (or assets) and/or all or a portion of the Capital Stock of a Person acquired by the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) Company or any Additional Letter of Credit Facility its Subsidiaries as in effect at the time of such acquisition (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 except to the extent such restrictions (1)(x) areIndebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), taken as a wholewhich 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; provided that, in the goodcase of Indebtedness, such Indebtedness was otherwise permitted to be incurred hereunder, (h) customary non-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained assignment provisions in this Agreement (as determined by the Borrower in good faith) contracts and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements licenses entered into in the ordinary course of business (provided that in respect of such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale contract 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, asset sale or other agreementslicense, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions on the property purchased or for whose benefit such Cash or other deposits or net worth requirements exist; leased, and (j) restrictions (i) set forth in documents which exist on any agreement for the Closing Date sale or (ii) which are contemplated as other disposition of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted a Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses restricts distributions by that Subsidiary pending its sale or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingdisposition.

No Further Negative Pledges. The Each of the Borrower and HAI shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties Subsidiary to, enter into into, assume or become subject to any agreement (a) prohibiting in any material respect or otherwise restricting the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets, whether now owned or hereafter acquired, in favor of the Administrative Agent (for the benefit of the Secured Parties with respect Lenders) to secure the Credit Party Obligations; and (b) requiring the grant of any security for such obligation if security is given for some other obligation, except in each case (i) pursuant to this Credit Agreement and the other Credit Documents, (ii) pursuant to any Other Senior Debt, (iii) pursuant to the ObligationsExisting Term Loan Agreement, except with respect to: (aiv) restrictions relating pursuant to any asset agreements or documents evidencing any other Indebtedness that is permitted to be incurred under Section 5.10(e), (f) or all of (h) so long as such prohibitions and restrictions under the assetsagreements or documents evidencing such Indebtedness are customary for such Indebtedness, (v) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition Permitted Lien or other transferany document or instrument governing any Permitted Lien, lease or license of provided that any such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions restriction contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited therein relates only to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leasesPermitted Lien, subleases, licenses, sublicenses, asset sale or other agreements, as the case may be); (evi) Permitted Liens and restrictions in the agreements pursuant to any agreement relating thereto that limit the right to Property of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted a Subsidiary that is not in effect at the time such Person becomes a Loan Party permitted hereunder; Subsidiary (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation contemplation of an Unrestricted Subsidiary such Person becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; ), (pvii) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to a Subsidiary imposed pursuant to a customary agreement that has been entered into in connection with the disposition of all or substantially all of the Capital Stock or assets of such encumbrances Subsidiary otherwise permitted hereunder, and other restrictions(viii) pursuant to agreements with suppliers to HAI or any Subsidiary, taken as a wholeentered into in the ordinary course of business, than those in effect prior relating to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingany inventory supplied by such suppliers.

No Further Negative Pledges. The Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this AgreementSection 6.07; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing)such Indebtedness; (c) restrictions contained in any Term Facility and the documentation governing any other Indebtedness permitted by clauses (i), (j), (m), (n), (p), (q), (u), (w), (x), (z) and/or (ii) of Section 6.01 6.01, in each case, to the extent such restrictions (1)(x) are, taken as a whole, in restriction does not restrict the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined Secured Obligations from being secured by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith)assets that constitute Collateral; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Lead Borrower or any of its Restricted Subsidiaries to Dispose of of, or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)agreement); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03Date; (k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; (l) restrictions contained in documents governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]Party; (m) provisions restricting restrictions on any asset (or all of the granting assets) of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by and/or the Capital Stock of the Lead Borrower and its and/or any Restricted Subsidiaries of such IP Rights, Subsidiary which licenses, sublicenses and cross-licenses were is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the ordinary course Capital Stock of business (in which case such restriction shall relate only to such IP Rights)the relevant Person that is permitted or not restricted by this Agreement; (n) restrictions arising under set forth in any agreement relating to any Permitted Lien that limits the right of the Lead Borrower or as a result any Restricted Subsidiary to Dispose of applicable Requirements of Law or encumber the terms of any license, authorization, concession or permit issued or granted by a Governmental Authorityassets subject thereto; (o) restrictions contained in any agreement with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiaryany NMTC Transaction; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary;and (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (qo) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Lead Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower (a) No Credit Party shall, and no Credit Party shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties 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 or any other Credit Party or (ii) directly or indirectly, enter into into, assume or become subject to any agreement Contractual Obligation prohibiting in any material respect or otherwise restricting the creation or assumption existence of any Lien upon any of its properties (other than Excluded Assets)the Credit Parties’ assets in favor of Agent to secure the Obligations, whether now owned or hereafter acquiredacquired except, in each case of (i) and (ii) above, for such restrictions and encumbrances existing under or by reason of (1) applicable Requirements of Law; (2) this Agreement, the benefit 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 holder of a Lien permitted by Sections 5.1(a), (c), (d), (e), (f), (g), (l), (m), (n), (o) and (q) restricting the transfer of the Secured Parties with respect property subject thereto; (6) customary restrictions and conditions contained in any agreement relating to the Obligationssale of any property permitted under Section 5.4 pending the consummation of such sale; (7) any agreement in effect at the time such Credit Party becomes a Credit Party, except with respect to: (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an so long as such agreement was not entered into in connection with any Disposition or other transfer, lease or license in contemplation of such asset person becoming a Credit Party and not pertaining to Accounts, Inventory or depository accounts; (or assets) and/or all or a portion of 8) without affecting the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan DocumentsCredit Parties’ obligations under Section 4.13, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture asset sale and stock sale agreements and other similar agreements entered into in the Ordinary Course of Business that restrict the transfer of the assets of, or ownership interests in, the relevant in such partnership, limited liability company, joint venture company or any similar Person person; (or any “shell company” parent with respect thereto); (i9) restrictions on Cash cash or other deposits permitted under Section 6.02 and/or 6.06 and any or net worth requirements, including such restrictions or requirements imposed by Persons suppliers or landlords under contracts entered into in the ordinary course Ordinary Course of business Business; (10) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or for whose benefit such Cash restriction is not applicable to any Person, or the properties or assets of any Person, other deposits than the Person or net worth requirements exist; the properties or assets of the Person so acquired and not pertaining to Accounts, Inventory or depository accounts; (j11) restrictions (i) set forth in documents which exist on pursuant to any joint venture agreement or stockholders agreements solely to the Closing Date or (ii) which are contemplated as extent of the Closing Date and, Stock of or property held in the case of this clause subject joint venture; (ii), as set forth on Schedule 6.03; (k12) restrictions contained in documents any instruments governing Indebtedness of any Restricted Subsidiary of Holdings that is not a Loan Credit Party; provided, that such instruments do not limit any Credit Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to any action described in clauses (i) and (ii) above by such Credit Party; or by reason of an agreement that such Restricted Subsidiary is a party to (13) any encumbrances or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement amendments or refinancing refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses clause (a) through 3), (q8) or (12) above; provided that such amendments or refinancings are no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more materially restrictive with respect to such encumbrances and other restrictions, taken as a whole, restrictions than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement such amendment or refinancing. Table of Contents (b) No Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) unless such Stock and Stock Equivalents (other than the Stock and Stock Equivalents of Holdings) are pledged to Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Credit Parties are pledged to Agent as of the Effective Date.

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties Except with respect to the Obligations, except with respect to: (a) restrictions relating specific property encumbered to any asset (secure payment of particular Indebtedness or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed to be sold pursuant to an executed agreement entered into in connection with any Disposition or other transferrespect to a permitted Asset Sale, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements licenses and other similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale licenses or other similar agreements, as the case may be); , (c) restrictions under the ABL Facility Documents as in effect on the Closing Date, (d) restrictions identified on Schedule 6.7, (e) Permitted covenants in documents creating Liens and restrictions in permitted by Section 6.2 prohibiting further Liens on the agreements relating thereto that limit the right properties encumbered thereby, (f) customary provisions restricting assignment of any agreement or license entered into by the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into Subsidiary in the ordinary course of business business, (g) any other agreement that does not restrict in any manner (directly or for whose benefit such Cash indirectly) Liens created pursuant to the 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 deposits obligation by virtue of the granting of Liens on or net worth requirements exist; pledge of property of any Credit Party to secure the Secured Obligations and (jh) restrictions any prohibition or limitation that (i) set forth in documents which exist on the Closing Date or exists pursuant to applicable Law, (ii) which are contemplated as consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.6, (iii) restricts subletting or 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 Closing Date andBorrower, in the case of this clause (ii), so long as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation contemplation of an Unrestricted Subsidiary such person becoming a Restricted Subsidiary and Subsidiary, or (v) exists in any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed instrument governing Indebtedness assumed in connection with any Receivables Facility Permitted Acquisition, which encumbrance or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents restriction is not applicable to any person, or the iStar Sale/Leaseback 2014 Documents as in effect on properties or assets of any person, other than the date of this Agreement, and restrictions contained in any iStar Exchange Documents person or Excluded Property Transaction Documents; and (r) other restrictions the properties or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing assets of the contractsperson so acquired, instruments no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or obligations referred assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in secure the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSecured Obligations.

No Further Negative Pledges. The Borrower Borrowers shall not, nor shall it they permit any of its their Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement;Section 6.07; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness; (c) restrictions contained in the documentation governing Indebtedness arising thereunderpermitted by (i) or any Additional Letter clauses (c), (d), (j), (m), (n), (q), (t), (u), (w), (x), (y) and/or (z) of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); Indebtedness incurred in reliance on clauses (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions ), (1)(x) ared), taken as a whole(j), in the good-faith judgment of the Borrower(m), not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (n), (q), (t), (u), (w), (x), (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement and/or (as determined by the Borrower in good faithz) of Section 6.01) and (2ii) will not materially impair this Agreement if such restrictions or conditions apply only to the Borrower’s obligation property or ability to make any payments required hereunder (as determined by the Borrower in good faith);assets securing such Indebtedness; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be);be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower Borrowers or any of its their Restricted Subsidiaries to Dispose of of, or encumber the assets subject to such Liens;Liens; (f) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto));agreement); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition;acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto);Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist;exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03;Date; (k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; (l) restrictions contained in documents governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved];Party; (m) provisions restricting the granting software and other licenses of a security interest in IP Rights contained in licenses, sublicenses pursuant to which the Lead Borrower or cross-licenses by any Restricted Subsidiary is the Borrower and its Restricted Subsidiaries licensee of such the relevant software or IP Rights, which licenses, sublicenses and cross-licenses were entered into in as the ordinary course of business case may be (in which case such restriction case, any prohibition or limitation shall relate only to such IP Rights);the assets that are the subject of the applicable license); and (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (ql) above; above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Lead Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

No Further Negative Pledges. The Borrower Neither the Company nor any Guarantor shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets)or assets as security for the Obligations, whether now owned or hereafter acquired, for the benefit of the Secured Parties other than (i) (A) any agreement evidencing Indebtedness secured by Liens permitted by Section 8.02(a)(ii) or 8.02(a)(v) (but, with respect to the ObligationsLiens securing refinancings or renewals of Indebtedness secured by Liens described in Section 8.02(a)(vii), except with respect to: (a) restrictions relating limited to any asset (or all Liens of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition type or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is nature permitted by this Agreement; (b) restrictions contained in the Loan DocumentsSection 8.02(a)(ii), any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited without giving effect to the assets securing limitations on the amount of Indebtedness arising thereundersecured by such Liens in Section 8.02(a)(ii)), (B) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other agreement evidencing Indebtedness permitted by Section 6.01 8.01(f) that is secured by Liens permitted by Section 8.02(a)(vii) which are of a type or nature described in Section 8.02(a)(ii), without giving effect to the extent limitations on the amount of Indebtedness secured by such restrictions Liens in Section 8.02(a)(ii) or (1)(xC) areany agreement relating to Permitted Encumbrances referred to in clauses (iii), taken as a whole(xv), in the good-faith judgment (xvi), (xviii) or (xix) of the Borrowerdefinition thereof, not materially more restrictive provided that any such prohibition contained therein relates only to the asset or assets subject to such Liens; (ii) any agreement evidencing an asset sale, as concerning to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or assets being sold; (yiii) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers Liens on assets of and interests in Joint Ventures; (including the granting of any Lieniv) contained in leases, subleases, licenses, sublicenses, asset sale agreements licenses and other agreements contracts containing customary non-assignment or negative pledge restrictions entered into in the ordinary course of business business; and (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other v) agreements and/or the binding on property or assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicenses, asset sale or other agreements, as the case may be); (e) Persons acquired in a Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements Acquisition (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits Investment permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (iihereunder), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation contemplation of an Unrestricted Subsidiary becoming a Restricted Subsidiary such Permitted Acquisition (or Investment permitted hereunder) and any such restriction does not extend applicable to any assets or property of the Borrower or any other Restricted Subsidiary Person other than the assets and Person acquired, or to any property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in other than the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingproperty so acquired.

No Further Negative Pledges. The Neither the Borrower shall notnor any Restricted Subsidiary will, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties todirectly or indirectly, enter into into, incur or permit to exist any agreement prohibiting in or other arrangement that prohibits, restricts or imposes any material respect condition upon the creation ability of the Borrower or assumption of any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its properties (other than Excluded Assets)assets, whether now owned or hereafter acquired, for to secure any Obligations; provided that the benefit of the Secured Parties with respect foregoing shall not apply to the Obligations, except with respect to: (a) restrictions relating to and conditions imposed by law or by any asset 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 all 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 assetsscope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of and/or the Capital Stock of the Borrower and/or (i) any Restricted DMFIRM #406105327 v12 182 Subsidiary which are imposed pursuant to an agreement entered into that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant 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 Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement; (b) , provided that such restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited and conditions apply only to the assets securing the such Indebtedness arising thereunderor subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (restrictions and clause (p) of Section 6.01 to the extent conditions imposed by agreements relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 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 extent Lenders than the restrictions and conditions imposed by such restrictions Indebtedness (1)(x) are, taken as a wholeor, in the good-faith judgment case of any Refinancing Indebtedness, by the Borrowerapplicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, not materially more restrictive as concerning (f) in connection with the Borrower 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) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary than customary market terms for Indebtedness of that is not, and is not required to become, a Credit Party hereunder, provided that such type or restrictions and conditions apply only to such Restricted Subsidiary, (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (dh) restrictions and conditions imposed by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements 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 business, (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale or other agreements, as the case may be); (ej) Permitted Liens and customary restrictions in the agreements relating thereto that limit the right respect of the Borrower Intellectual Property contained in licenses or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets sublicenses of, or ownership interests inother grants of rights to use or exploit, the relevant partnershipsuch Intellectual Property, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions and conditions contained in documents governing any Permitted Term Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder; (l) [reserved]; (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights); (n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of this Agreementany such restriction or condition shall not have been expanded as a result thereof, and (l) restrictions contained in any iStar Exchange Documents agreement or Excluded Property Transaction Documents; and 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 (r) other restrictions including any such renewals or encumbrances imposed by any amendment, modification, restatement, extension arising as a result of a renewal, increase, supplement, refunding, replacement extension or refinancing of the contractsany Indebtedness containing such restriction), instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing isprovided, in each case, that the good faith judgment scope of the Borrower, more restrictive with respect to any such encumbrances and other restrictions, taken restriction shall not have been expanded as a wholeresult thereof, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.(m) restrictions constituting Permitted Liens and (n) DMFIRM #406105327 v12 183

No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties toDirectly or indirectly, enter into into, incur or permit to exist any agreement prohibiting in Contractual Obligation (other than any material respect Loan Document or any Permitted Pari Passu Provision) that prohibits, restricts or imposes any condition upon the creation ability of (a) any Borrower, any Qualified Asset Owner or assumption of any other Loan Party to create, incur or permit to exist any Lien upon any of its properties property or assets (other than Excluded Assetsincluding the Capital Stock owned by such Borrower or such Loan Party), whether now owned (b) any Borrower or hereafter acquiredSubsidiary to make Restricted Payments to the Parent Borrower or any other 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 restrictions and conditions imposed by Requirements of Law, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (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 benefit avoidance of the Secured Parties with respect to the Obligationsdoubt, except with respect to: (a) such restrictions relating do not apply to any asset (Qualified Asset or all of the assets) of and/or to the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement; (b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) Party or any Additional Letter of Credit Facility Qualified Asset Owner), (limited iv) [reserved], (v) the foregoing shall not apply to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding restrictions or replacement of any of the foregoing); (c) restrictions contained conditions in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale joint venture agreements and other similar agreements applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business business, (provided vi) the foregoing shall not apply to restrictions or conditions that such are customary restrictions are limited to the relevant on leases, subleases, licenses, sublicenses, licenses or asset sale 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, asset sale or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, otherwise permitted hereby so long as such encumbrance or restriction relates restrictions solely relate to the Person and its subsidiaries assets subject thereto, (including the Capital Stock vii) clause (a) of the relevant Person or Persons) and/or property so acquired (or foregoing shall not apply to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto); (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts conditions restricting assignment of any agreement entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; business, (jviii) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03; (k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is foregoing shall not a Loan Party permitted hereunder; (l) [reserved]; (m) apply to provisions restricting the granting of a security interest in IP Rights Intellectual Property contained in licenses, licenses or sublicenses or cross-licenses by the Parent Borrower and its Restricted Subsidiaries of such IP RightsIntellectual Property, which licenses, licenses and sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP RightsIntellectual Property); , and (nix) the foregoing shall not apply to restrictions arising on cash or other deposits imposed by customers under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not contracts entered into in anticipation the ordinary course of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction Documents; and (r) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.

No Further Negative Pledges. The Borrower Borrowers shall not, not nor shall it they permit any of its Restricted their respective Subsidiaries that are Loan Parties to, to enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its their properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) restrictions relating specific property to be sold pursuant to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this AgreementSection 6.07; (b) restrictions contained in the Loan Documentsany agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Subsidiaries or the property or assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing)such Indebtedness; (c) restrictions contained in imposed by any documentation agreement governing any other Indebtedness entered into after the Closing Date and permitted by under Section 6.01 to the extent such restrictions (1)(x) that are, taken as a whole, in the good-good faith judgment of the BorrowerBorrowers, not materially more restrictive as concerning with respect to the Borrower Borrowers or any Restricted Subsidiary than (i) customary market terms for Indebtedness of such type or type, (yii) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement or (iii) restrictions in effect on the Closing Date, so long as the Borrowers shall have determined by the Borrower in good faith) and (2) faith that such restrictions will not materially impair the Borrower’s affect its obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith)hereunder; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, asset sale agreements sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale 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, asset sale sublicenses or other agreements, as the case may be); (e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower Borrowers or any of its Restricted their respective Subsidiaries to Dispose of of, or encumber the assets subject to such Liens; (f) provisions limiting the Disposition, Disposition or distribution or encumbrance of assets or property in joint venture agreements, sale and leasesale-back leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto)agreement); (g) any encumbrance or restriction assumed in connection with an acquisition of the property or the Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation contemplation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant such partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto)Person; (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03Date; (k) restrictions contained in documents governing Indebtedness and Liens on Capital Stock permitted hereunder of any Restricted Subsidiary that is not a Loan Party permitted hereunderParty; (l) [reserved]; restrictions set forth in any Loan Document, any Hedge Agreement, any “Loan Documents” (m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into as defined in the ordinary course of business (in which case such restriction shall relate only Second Lien Term Loan Agreement) and/or any agreement relating to such IP Rights); (n) restrictions arising under any Banking Services Obligation or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority; (o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, obligations permitted pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (p) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder; (q) restrictions contained in the iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, and restrictions contained in any iStar Exchange Documents or Excluded Property Transaction DocumentsSection 6.01(e); and (rm) other restrictions or encumbrances imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of the contracts, instruments or obligations referred to in clauses (a) through (ql) above; provided that no such amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the BorrowerBorrowers, no more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance at any time with this Section 6.03, the Borrowers, in their sole discretion, from time to time, may classify or reclassify such transaction or item (or portion thereof) in accordance with Section 1.03.