Common use of No Further Negative Pledges Clause in Contracts

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except with respect to (a) this Agreement and the other Loan Documents, (b) specific property encumbered to secure payment of particular Indebtedness that is permitted to be incurred and secured under this Agreement or to be sold pursuant to an executed agreement with respect to a sale of assets permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Datehereunder, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant by reason of customary provisions restricting assignments, subservicing, subcontracting or other transfers contained in servicing agreements (provided that such restrictions are limited to the Credit Documentsindividual servicing agreement and related agreements or the property and/or assets subject to such agreements, as the case may be) and (e) restrictions by reason of customary restrictions pending a sale of property provisions restricting liens, assignments, subservicing, subcontracting or assets permitted hereunder arising under an executed agreement other transfers contained in respect of such agreements with the Federal Housing Administration, Veterans Administration, Xxxxxx Mae, Xxxxxx Xxx, Xxxxxxx Mac or other similar governmental agencies relating to the origination, sale, provided, securitization and servicing of mortgage loans (provided that such restrictions relate only are limited to the property or assets being sold, individual agreement and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to related agreements and/or the property or assets subject to such Lienagreements, as the case may be), no Credit Loan Party nor any of its Subsidiaries Restricted Subsidiary shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party Neither Company nor any of its Subsidiaries shall enter into any agreement (other than the Subordinated Note Indenture) prohibiting the creation or assumption of any Lien upon any of its properties or assetsassets as security for the Obligations or any Indebtedness that refinances the Obligations, whether now owned or hereafter acquired, other than (i) any agreement (a) prohibiting only the creation of Liens securing Subordinated Indebtedness or (b) containing an “equal and ratable” clause, (ii) any agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A(ii), as to the assets securing such Indebtedness or subject to Liens permitted under subsection 7.2A(v) or 7.2A(vi) or Permitted Encumbrances referred to in clauses (iii), (xv), (xvi), (xviii) or (xix) of the definition thereof, (iii) any agreement evidencing an asset sale, as to the assets being sold, (iv) provisions restricting Liens on assets of and interests in Joint Ventures; (v) leases and licenses containing customary non-assignment or negative pledge restrictions entered into in the ordinary course of business; and (vi) agreements binding on property or Persons acquired in a Permitted Acquisition (or Investment permitted hereunder), not entered into in contemplation of such Permitted Acquisition (or Investment permitted hereunder) and not applicable to any Person other than the Person acquired, or to any property other than the property so acquired.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party Neither Company nor any of its Subsidiaries shall enter into any agreement (other than this Agreement, the Loan Documents and the CPIH Revolver Documents) on or after the Closing Date prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to (i) specific property encumbered by a Lien permitted hereunder to secure payment of particular Indebtedness permitted to be incurred under subsection 6.1(vii) (but only to the extent that the Indebtedness being refinanced was subject to a negative pledge on the same assets), or by a Lien permitted under subsection 6.2A(v), 6.2A(vi), 6.2A(vii) or 6.2A(ix), or by a Lien permitted under subsection 6.2A(x) to the extent such Lien secures obligations incurred to finance the acquisition of such specific property, (ii) specific property to be sold pursuant to an executed agreement with respect to an Asset Sale which is permitted hereunder, (iii) specific property that is leased pursuant to a lease permitted hereunder, and (iv) provisions in the principal lease, service and operating agreements pertaining to Projects, or the partnership and financing agreements relating to Projects, so long as in each case such lease, service, operating, partnership or financing agreement is an extension, renewal or replacement of such agreement in effect as of the Closing Date, is otherwise permitted to be entered into hereunder and contains no more restrictive provisions relating to prohibiting the creation or assumption of any Lien upon the properties or assets of the relevant Subsidiary than the lease, service, operating, partnership or financing agreement so extended, renewed or replaced.

No Further Negative Pledges. Except with In the case of Borrower Group Parties, enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (i) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect to (a) of specific property Property encumbered to secure payment of particular Indebtedness Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements entered into in as contemplated by the Ordinary Course definition of Business “Excluded Property” (provided that such restrictions are limited to the property Property or assets secured by such Liens or the property Property or assets subject to such leases, licenses or similar agreements, as the case may be), ) or (div) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed included in any agreement entered into in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien connection with any other Debt permitted under Section 6.2(n8.02(b) (provided that such restrictions are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), providedexcept, such restrictions relate only in each case, as could reasonably be expected to the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquiredhave a Material Adverse Effect.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party Neither Company nor any of its Subsidiaries shall enter into any agreement (other than this Agreement, the Loan Documents and the CPIH Term Loan Documents) on or after the Closing Date prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to (i) specific property encumbered by a Lien permitted hereunder to secure payment of particular Indebtedness permitted to be incurred under subsection 6.1(vii) (but only to the extent that the Indebtedness being refinanced was subject to a negative pledge on the same assets), or by a Lien permitted under subsection 6.2A(v), 6.2A(vi), 6.2A(vii) or 6.2A(ix), or by a Lien permitted under subsection 6.2A(x) to the extent such Lien secures obligations incurred to finance the acquisition of such specific property, (ii) specific property to be sold pursuant to an executed agreement with respect to an Asset Sale which is permitted hereunder, (iii) specific property that is leased pursuant to a lease permitted hereunder, and (iv) provisions in the principal lease, service and operating agreements pertaining to Projects, or the partnership and financing agreements relating to Projects, so long as in each case such lease, service, operating, partnership or financing agreement is an extension, renewal or replacement of such agreement in effect as of the Closing Date, is otherwise permitted to be entered into hereunder and contains no more restrictive provisions relating to prohibiting the creation or assumption of any Lien upon the properties or assets of the relevant Subsidiary than the lease, service, operating, partnership or financing agreement so extended, renewed or replaced.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in the Infineum Agreement, (ic) the Senior Secured Subordinated Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (cd) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, Joint Venture agreements and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien in favor of the Collateral Agent or the Secured Parties upon any of its properties or assets, whether now owned or hereafter acquired, except (i) agreements evidencing Indebtedness permitted by Section 6.1(h) that impose restrictions on the property so acquired, (ii) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, and (iii) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(k) solely with respect to the assets of such Foreign Subsidiaries.

No Further Negative Pledges. Except with respect to No Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, any Subordinated Indebtedness permitted under Section 6.1(c) and any Surviving Indebtedness permitted under Section 6.1(g), provided, in the case of Subordinated Indebtedness and Surviving Indebtedness, that such restrictions are no more restrictive in any material respect than the applicable restrictions in the Senior Subordinated Note Documents; (eb) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold; (c) customary restrictions on assignment, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business of Company and its Subsidiaries, provided, in each case, such restrictions relate only to the property subject to such leases, licenses or similar agreements; and (fd) restrictions on property or assets subject to a Lien permitted under Section 6.2(n6.2(m), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, Sale or other sale or disposition of property not constituting an Asset Sale and permitted hereunder; (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar other agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), ; (c) restrictions imposed by the Senior Secured Credit Documents or the Senior Subordinated Notes Documents; (d) restrictions pursuant and conditions applicable to any Subsidiary acquired after the Credit Documentsdate hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition and apply solely to such acquired Subsidiary; (e) customary restrictions pending a sale of property or assets contained in any agreements evidencing Indebtedness permitted hereunder arising under an executed agreement in respect of by Section 6.1(b)(xii) and applying solely to such sale, provided, such restrictions relate only to the property or assets being sold, Subsidiary and its Subsidiaries; (f) restrictions existing on property the Closing Date; (g) restrictions in agreements entered into in connection with the incurrence of Permitted Liens, to the extent they condition, prohibit or assets subject to limit the ability of the Agents or the Lenders from obtaining a Lien permitted under Section 6.2(n)on the property, provided, such restrictions relate only to the property or rights and assets subject to such Permitted Lien; and (h) restrictions imposed in connection with any Receivables Program, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except (a) as set forth in the First Lien Credit Agreement, (b) with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as Sale or other disposition of the Closing Dateassets not prohibited by this Agreement, (c) with respect to restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be)) or joint ventures, (d) restrictions pursuant with respect to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n6.2(m), provided, such restrictions relate only to the property or assets subject to such Lien, (e) with respect to restrictions, if any, under the Senior Subordinated Note Indenture or restrictions no less favorable taken as a whole to the Lenders under documents governing Indebtedness permitted under Section 6.1(c), and (f) with respect to restrictions permitted pursuant to the proviso to Section 6.6, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness, including Indebtedness under Section 6.1(c), Section 6.1(i) and Section 6.1(j) and Section 6.1(u), or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, mortgages, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) any agreement with respect to Indebtedness of a Foreign Subsidiary which is not a Credit Party permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to the properties and revenues of such Foreign Subsidiary or any Wholly Owned Foreign Subsidiary of such Foreign Subsidiary, (d) any agreement with respect to the Indebtedness of any Person existing at the time such Person becomes a Subsidiary after the date hereof so long as such prohibitions or limitations are only with respect to the properties and revenues of such Subsidiary and (e) restrictions applicable to Joint Ventures pursuant to the Credit Documents, (e) customary restrictions pending a sale of property applicable joint venture agreements so long as such prohibitions or assets permitted hereunder arising under an executed agreement in limitations are only with respect of such sale, provided, such restrictions relate only to the property or assets being sold, properties and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to revenues of the property or assets subject to such Lienapplicable Joint Venture, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness, including Indebtedness under Section 6.1(c), Section 6.1(i) and Section 6.1(j) and Section 6.1(u), or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, mortgages, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) any agreement with respect to Indebtedness of a Foreign Subsidiary which is not a Credit Party permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to the properties and revenues of such Foreign Subsidiary or any Wholly Owned Foreign Subsidiary of such Foreign Subsidiary, (d) restrictions pursuant any agreement with respect to the Credit Documents, Indebtedness of any Person existing at the time such Person becomes a Subsidiary after the date hereof so long as such prohibitions or limitations are only with respect to the properties and revenues of such Subsidiary and (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only applicable to Joint Ventures pursuant to the property applicable joint venture agreements so long as such prohibitions or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate limitations are only with respect to the property or assets subject to such Lienproperties and revenues of the applicable Joint Venture, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except with respect to (a) specific property encumbered by a Lien permitted by Section 6.2 to secure payment of particular Indebtedness or property or to be sold pursuant to an executed agreement with respect to a permitted Asset SaleSale or other sale or disposition permitted by Section 6.8, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions set forth in the First Lien Loan Documents, (d) restrictions pursuant set forth in other Indebtedness permitted to be incurred under Section 6.1 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements permitted hereunder (provided that the Credit Documentsrestrictions therein are not more restrictive, taken as a whole, than those contained herein) and (e) customary restrictions pending a sale that exist pursuant to applicable law, rule, regulation or order (including, without limitation, any order of property registration and any amendments thereto issued by the Nevada Gaming Authorities or assets permitted hereunder arising under an executed agreement in any other Gaming Board with respect to Borrower or any of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(nits Subsidiaries), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Restricted Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.

No Further Negative Pledges. Except No Loan Party nor any of its Subsidiaries shall enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, to secure the Obligations, except the following: (a) covenants with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a an Asset Sale permitted Asset Sale, under Section 6.08 pending the consummation of such sale; (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), ; (c) Indebtedness permitted pursuant to Section 6.01(m) and Section 6.01(p) so long as such restrictions are no more restrictive than the restrictions in the Term Loan Documents as in effect on the Closing Date; (d) restrictions Indebtedness permitted pursuant to Section 6.01(v) and Section 6.01(x) so long as such restrictions were in place at the Credit Documents, time such Indebtedness was assumed or acquired and such restrictions are limited to the assets secured thereby (and to no other assets of the entities or businesses being acquired); (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, identified on Schedule 6.03; and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to this Agreement and the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquiredother Loan Documents.

No Further Negative Pledges. Except with respect Permit any Consolidated Party to (a) specific property encumbered to secure payment of particular Indebtedness enter into, assume or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets become subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption existence of any Lien upon any of its properties or assetsProperty in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired (or proceeds thereof) in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien (or proceeds thereof), (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.05, pending the consummation of such sale, (d) in connection with any document or instrument governing other “Significant Indebtedness” the issuance of which would not cause a Default or Event of Default hereunder (for the purposes hereof, “Significant Indebtedness” means Indebtedness where each class of such Indebtedness having separate voting rights is in excess of $20,000,000), (e) customary non-assignment provisions in contracts and (f) pursuant to the terms and conditions contained in the Senior Unsecured Note Indenture.

No Further Negative Pledges. Except with respect to (a) this Agreement and the other Loan Documents, (b) specific property encumbered to secure payment of particular Indebtedness that is permitted to be incurred and secured under this Agreement or to be sold pursuant to an executed agreement with respect to a sale of assets permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Datehereunder, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant by reason of customary provisions restricting assignments, subservicing, subcontracting or other transfers contained in Servicing Agreements (provided that such restrictions are limited to the Credit Documentsindividual Servicing Agreement and related agreements or the property and/or assets subject to such agreements, as the case may be) and (e) restrictions by reason of customary restrictions pending a sale of property provisions restricting liens, assignments, subservicing, subcontracting or assets permitted hereunder arising under an executed agreement other transfers contained in respect of such agreements with the Federal Housing Administration, Veterans Administration, Gxxxxx Mxx, Fxxxxx Mxx, Fxxxxxx Mac or other similar governmental agencies relating to the origination, sale, provided, securitization and servicing of mortgage loans (provided that such restrictions relate only are limited to the property or assets being sold, individual agreement and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to related agreements and/or the property or assets subject to such Lienagreements, as the case may be), no Credit Loan Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, Sale and (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second First Lien Documents (if any) Credit Agreement and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral related documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions set forth in any Indebtedness incurred pursuant to Section 6.01(k), so long as they are limited to the Credit Documentsassets that are the subject of a Capital Lease or installed, constructed, repaired or improved with the proceeds of such Indebtedness, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only pursuant to the property or assets being sold, Indebtedness incurred pursuant to Section 6.01(o) and (f) restrictions on property pursuant to any agreements acquired or assets subject to entered into in connection with a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such LienPermitted Acquisition, no Credit Loan Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except with respect to (a) specific property encumbered by a Lien permitted by Section 6.2 to secure payment of particular Indebtedness or property or to be sold pursuant to an executed agreement with respect to a permitted Asset SaleSale or other sale or disposition permitted by Section 6.8, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions set forth in other Indebtedness permitted to be incurred under Section 6.1 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements permitted hereunder (provided that the restrictions therein are not more restrictive, taken as a whole, than those contained herein as determined in good faith by Borrower and conclusively evidenced by an officer’s certificate of Borrower) and (d) restrictions that exist pursuant to applicable law, rule, regulation or order (including, without limitation, any order of registration and any amendments thereto issued by the Credit Documents, (e) customary restrictions pending a sale Nevada Gaming Authorities or any other Gaming Board with respect to Borrower or any of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(nits Subsidiaries), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Restricted Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.

No Further Negative Pledges. Except with respect The Borrower will not permit any Consolidated Party to (a) specific property encumbered to secure payment of particular Indebtedness enter into, assume or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets become subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption existence of any Lien upon any of its properties or assetsProperty in favor of the Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired (or proceeds thereof) in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien (or proceeds thereof), (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.5, pending the consummation of such sale, (d) in connection with any document or instrument governing other Indebtedness the issuance of which would not cause a Default or Event of Default hereunder, provided that the aggregate amount of each Transaction (for the purposes hereof, "Transaction" means each class of Indebtedness having separate voting rights) for the incurrence of such Indebtedness is in excess of $20,000,000, (e) customary non-assignment provisions in contracts and (f) pursuant to the terms and conditions contained in the Senior Subordinate Note Indenture.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, and (g) restrictions set forth in the Rabobank Credit Facility Loan Documents, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset SaleSale or other disposition of assets not prohibited by this Agreement, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be)) or joint ventures, (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (fc) restrictions on property or assets subject to a Lien permitted under Section 6.2(n6.2(m), provided, such restrictions relate only to the property or assets subject to such Lien, (d) restrictions, if any, under the Senior Subordinated Note Indenture or restrictions no less favorable taken as a whole to the Lenders under documents governing Indebtedness permitted under Section 6.1(c), and (e) restrictions permitted pursuant to the proviso to Section 6.6, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, Sale or other sale or disposition of property not constituting an Asset Sale and permitted hereunder; (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), ; (c) restrictions imposed by the Senior Secured Note Documents; (d) restrictions pursuant and conditions applicable to any Subsidiary acquired after the Credit Documentsdate hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition and apply solely to such acquired Subsidiary; (e) customary restrictions pending a sale of property or assets contained in any agreements evidencing Indebtedness permitted hereunder arising under an executed agreement in respect of by Section 6.1(l) and applying solely to such sale, provided, such restrictions relate only to the property or assets being sold, and Subsidiary; (f) restrictions on property disclosed in Schedule 6.4 of the Disclosure Letter; and (g) restrictions in agreements entered into in connection with the incurrence of Permitted Liens, to the extent they condition, prohibit or assets subject to limit the ability of the Agents or the Lenders from obtaining a Lien permitted under Section 6.2(n)on the property, provided, such restrictions relate only to the property or rights and assets subject to such Permitted Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except with respect to (a) specific property encumbered by a Lien permitted by Section 6.2 to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements, asset sale agreements, stock sale agreements and similar agreements entered into in to the Ordinary Course of Business (extent permitted hereunder; provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses licenses, joint venture agreements, asset sale agreements, stock sale agreements or similar agreements, as the case may be), (c) restrictions in other Indebtedness incurred in compliance with Section 6.1 in respect of Liens in favor of parties other than the 85 Secured Parties, (d) restrictions contained in the Credit Documents or any related documents, (e) any other agreement that does not restrict in any manner Liens created pursuant to the Credit Documents, (e) customary restrictions pending a sale Documents on any Collateral securing the Obligations and does not require the granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations, or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property any prohibition or assets subject limitation that exists pursuant to applicable laws; provided that such restrictions, taken as a Lien permitted under Section 6.2(n)whole, providedare, such restrictions relate only to in the property or assets subject good faith judgment of the Loan Parties, no more materially restrictive with respect to such Lienencumbrances and restrictions than those contained in this Agreement, no Credit each Loan Party nor any of its Subsidiaries shall not enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except with respect to (a) specific property encumbered by a Lien permitted by Section 6.2 to secure payment of particular Indebtedness or property or to be sold pursuant to an executed agreement with respect to a permitted Asset SaleSale or other sale or disposition permitted by Section 6.8, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions set forth in the Second Lien Loan Documents, (d) restrictions pursuant set forth in other Indebtedness permitted to be incurred under Section 6.1 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements permitted hereunder (provided that the Credit Documentsrestrictions therein are not more restrictive, taken as a whole, than those contained herein) and (e) customary restrictions pending a sale that exist pursuant to applicable law, rule, regulation or order (including, without limitation, any order of property registration and any amendments thereto issued by the Nevada Gaming Authorities or assets permitted hereunder arising under an executed agreement in any other Gaming Board with respect to Borrower or any of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(nits Subsidiaries), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Restricted Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party Neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquiredacquired (including Intellectual Property), to secure Indebtedness under any senior credit facility, including this Agreement, other than (i) an agreement prohibiting only the creation of Liens securing Subordinated Indebtedness, (ii) any agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A(ii), 7.2A(iv), 7.2A(v), 7.2A(vi), 7.2A(vii) or 7.2A(ix), as to the assets securing such Indebtedness, (iii) any agreement evidencing an asset sale, as to the assets being sold, (iv) customary non-assignment provisions contained in licenses, leases, sublicenses, subleases and other agreements entered into by Borrower or such Subsidiary in the ordinary course of business, (v) 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 assets of the Subsidiary that is to be sold and such sale is otherwise permitted under subsection 7.6, and (vi) restrictions contained in Joint Venture agreements and other Contractual Obligations with respect to Joint Ventures; provided such restrictions apply only to the assets of Joint Venture and not the assets of Borrower or any of its Subsidiaries.

No Further Negative Pledges. Except with respect to (a) capital stock of any Macau Excluded Subsidiaries or specific property encumbered to secure payment of particular Indebtedness or leases or to be sold pursuant to an executed agreement with respect to a permitted an Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as none of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party Borrowers nor any of its their Restricted Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquiredacquired other than (i) as provided herein or in the other Loan Documents, (ii) as provided in the Bank Credit Facility Documents, the LVSC Note Documents, an Other FF&E Facility and the guarantees and collateral documents relating thereto, or in any agreement relating to any LVSC Permitted Indebtedness or to any other Indebtedness permitted to be secured by Permitted Liens other than Indebtedness permitted to be incurred pursuant to subsections 7.1 (v), (vi) or (xvii) including any refinancing thereof permitted hereunder provided that the provisions regarding the creation or assumption of Liens is not less favorable to the Borrowers, such Restricted Subsidiary or the lenders than those set forth in the documents evidencing the Indebtedness being refinanced, or (iii) as required by applicable law or any applicable rule or order of any Gaming Authority.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold permitted pursuant to an executed agreement with respect to a permitted Asset Sale, the Credit Documents; (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint ventures and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses licenses, joint ventures or similar agreements, as the case may be), (c) conditions or restrictions existing on the Closing Date or imposed by law or any applicable rules, regulations or order of any Governmental Authority, (d) those conditions or restrictions pursuant contained in any agreement or instrument governing Indebtedness permitted by Section 6.1(j), which Indebtedness is not applicable to any other Person, or the Credit Documentsproperties or assets of any other Person, other than the Person (including any Subsidiary of the Person) so acquired and (e) customary those conditions or restrictions pending a sale contained in any agreement or instrument with respect to replacement, extension, renewal or refinancing of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, existing Indebtedness; provided that such restrictions relate only to are no more restrictive in any material way than the property Indebtedness being refunded, replaced, refinanced, renewed or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lienextended, no Credit Party nor any of its Subsidiaries (excluding NCC or NTL (UK) Group, Inc. or any of its direct or indirect Subsidiaries in respect of their obligations under the Senior Credit Facility and the Working Capital Facility) shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except with respect to No Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, any Subordinated Indebtedness permitted under Section 6.1(c) and any Surviving Indebtedness permitted under Section 6.1(g), provided, in the case of Subordinated Indebtedness and Surviving Indebtedness, that such restrictions are no more restrictive in any material respect than the applicable restrictions in the Senior Subordinated Note Documents; (eb) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold; (c) customary restrictions on assignment, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business of Company and its Subsidiaries, provided, in each case, such restrictions relate only to the property subject to such leases, licenses or similar agreements; and (fd) restrictions on property or assets subject to a Lien permitted under Section 6.2(n6.2(m), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.. 100

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, Sale and (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) Credit Agreement and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral related documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions set forth in any Indebtedness incurred pursuant to Section 6.01(k), so long as they are limited to the Credit Documentsassets that are the subject of a Capital Lease or installed, constructed, repaired or improved with the proceeds of such Indebtedness, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only pursuant to the property or assets being sold, Indebtedness incurred pursuant to Section 6.01(o) and (f) restrictions on property pursuant to any agreements acquired or assets subject to entered into in connection with a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such LienPermitted Acquisition, no Credit Loan Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset SaleSale or an Asset Sale conditioned on the repayment of the Obligations or pursuant to a consent provided hereunder, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) customary provisions contained in joint venture agreements and other similar agreements applicable to Joint Ventures (to the extent only affecting the assets of, or the Capital Stock in, each such Joint Venture) and (d) restrictions pursuant any agreement in effect at the time any Person becomes a Subsidiary (to the Credit Documentsextent only affecting the assets of, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed the Capital Stock in, each such Person), so long as such agreement was not entered into in respect contemplation of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to Person becoming a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such LienSubsidiary, no Credit Covenant Party nor any of its Restricted Subsidiaries (excluding Restricted Subsidiaries that are not Credit Parties and are not required to become Credit Parties hereunder) shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, that secure the Obligations.

No Further Negative Pledges. Except with Borrower will not enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, except for (i) (A) the Transaction Documents, (B) agreements or documents governing, evidencing and/or securing any Inventory Financing Facility and any Specified Debt Documents, and (C) other Contractual Obligations in effect as of the Funding Date and set forth on Schedule 6.02(j) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document, Specified Debt Document or Contractual Obligations being replaced, ​ ​ ​ ​ ​ AMERICAS 120651159 111 ​ ​ ​ renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect to (a) of specific property Property encumbered to secure payment of particular Indebtedness Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, Sale and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses licenses, subleases and sublicenses and similar agreements entered into in as contemplated by the Ordinary Course definition of Business “Excluded Property” (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except with respect to (a) this Agreement and the other Loan Documents, (b) specific property encumbered to secure payment of particular Indebtedness that is permitted to be incurred and secured under this Agreement or to be sold pursuant to an executed agreement with respect to a sale of assets permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Datehereunder, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant by reason of customary provisions restricting assignments, subservicing, subcontracting or other transfers contained in Servicing Agreements (provided that such restrictions are limited to the Credit Documentsindividual Servicing Agreement and related agreements or the property and/or assets subject to such agreements, as the case may be) and (e) restrictions by reason of customary restrictions pending a sale of property provisions restricting liens, assignments, subservicing, subcontracting or assets permitted hereunder arising under an executed agreement other transfers contained in respect of such agreements with the Federal Housing Administration, Veterans Administration, Xxxxxx Xxx, Xxxxxx Xxx, Xxxxxxx Mac or other similar governmental agencies relating to the origination, sale, provided, securitization and servicing of mortgage loans (provided that such restrictions relate only are limited to the property or assets being sold, individual agreement and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to related agreements and/or the property or assets subject to such Lienagreements, as the case may be), no Credit Loan Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.

No Further Negative Pledges. Except with respect No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to (a) specific create, incur, assume or suffer to exist Liens on property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Salesuch Person; provided, (b) restrictions contained in 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 Senior Secured Notes Indentureextent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) the Second any Permitted Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the extent asset or assets subject to such Permitted Lien, (iii) customary restrictions are comparable to and no more restrictive than those conditions contained in any agreement relating to the Senior Secured Notes Indenturedisposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iiiiv) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the Ordinary Course ordinary course of Business (provided that such restrictions are limited business. Notwithstanding the foregoing or anything in this Agreement to the property or assets secured by such Liens or the property or assets subject to such leasescontrary, licenses or similar agreements, as the case may be), (d) restrictions pursuant to at no time shall the Credit DocumentsParties be permitted to create, incur, assume or suffer to exist Liens on any interest (efee, leasehold or otherwise) customary restrictions pending a sale of property owned by the Borrower or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into as of the ClosingFourth Amendment Effective Date in any agreement prohibiting real property located in the creation or assumption State of any Lien upon any of its properties or assets, whether now owned or hereafter acquiredFloridaReal Estate Asset.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no No Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except (a) restrictions pursuant to the Credit Documents, any Subordinated Indebtedness permitted under Section 6.1(c) and any Surviving Indebtedness permitted under Section 6.1(g), PROVIDED, in the case of Subordinated Indebtedness and Surviving Indebtedness, that such restrictions are no more restrictive in any material respect than the applicable restrictions in the Senior Subordinated Note Documents; (b) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, PROVIDED, such restrictions relate only to the property or assets being sold; (c) customary restrictions on assignment, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business of Company and its Subsidiaries, PROVIDED, in each case, such restrictions relate only to the property subject to such leases, licenses or similar agreements; and (d) restrictions on property or assets subject to a Lien permitted under Section 6.2(m), PROVIDED, such restrictions relate only to the property or assets subject to such Lien.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness Enter into, assume or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets become subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, in favor of the Administrative Agent (for the benefit of the Lenders) to secure the Credit Party Obligations (provided that any restriction (a) on the amount of Indebtedness under this Credit Agreement and the other Credit Documents that can be secured shall not be deemed a restriction prohibited by this Section 6.11 so long as the permitted amount of secured Indebtedness is equal to or greater than the Term Loan hereunder and (b) in the Note Purchase Agreement or the Existing Facilities shall not be deemed a restriction prohibited by this Section 6.11 if such Liens in favor of the Administrative Agent shall be permitted thereunder on the condition that the Senior Notes or the Credit Party Obligations (as defined in the Existing Facilities), as applicable, be equally and ratably secured with the Credit Party Obligations secured thereby pursuant to an agreement reasonably satisfactory to the Required Holders (as defined in the Note Purchase Agreement) or the Required Lenders (as defined in the Existing Facilities), as applicable.

No Further Negative Pledges. Except with respect No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any contractual obligation (other than this Agreement, the other Credit Documents, and any Permitted Senior Unsecured Notes Documents) that limits the ability of the Company or any Subsidiary to (a) specific create, incur, assume or suffer to exist Liens on property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Salesuch Person in favor of the Collateral Agent for the benefit of the holders of the Obligations; provided, (b) restrictions contained in however, that this Section 7.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.1(e) solely to the Senior Secured Notes Indentureextent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) the Second any Permitted Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the extent asset or assets subject to such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes IndenturePermitted Lien, and (iii) customary restrictions and conditions contained in any agreement relating to the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as disposition of any property or assets permitted under Section 7.10 pending the Closing Dateconsummation of such disposition, (civ) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the Ordinary Course ordinary course of Business business and (provided that v) with respect to ITC^Deltacom and its Restricted Subsidiaries (as such restrictions are limited to term is defined in the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may beITC^Deltacom Indenture), (d) restrictions pursuant to any limitation under the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquiredITC^Deltacom Notes Indenture.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, Sale or other sale or disposition of property not constituting an Asset Sale and permitted hereunder; (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course ordinary course of Business business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), ; (c) restrictions imposed by the Senior Secured Note Documents; (d) restrictions pursuant and conditions applicable to any Subsidiary acquired after the Credit Documentsdate hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition and apply solely to such acquired Subsidiary; (e) customary restrictions pending a sale of property or assets contained in any agreements evidencing Indebtedness permitted hereunder arising under an executed agreement in respect of by Section 6.1(l) and applying solely to such sale, provided, such restrictions relate only to the property or assets being sold, Subsidiary and its Subsidiaries; (f) restrictions on property disclosed in Schedule 6.3 of the Disclosure Letter; and (g) restrictions in agreements entered into in connection with the incurrence of Permitted Liens, to the extent they condition, prohibit or assets subject to limit the ability of the Agents or the Lenders from obtaining a Lien permitted under Section 6.2(n)on the property, provided, such restrictions relate only to the property or rights and assets subject to such Permitted Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. Except in connection with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, under clauses (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documentse), (ef), (g), (h) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (fj) restrictions on property of Section 8.01, no member of the Consolidated Group will enter into, assume or assets become subject to a Lien permitted under Section 6.2(n), provided, such restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired; provided that (i) in the case of Indebtedness under clauses (e) and (f) of Section 8.01, such prohibition or limitations shall relate to the specific property (and related property) to which such Indebtedness relates, (ii) in the case of Indebtedness under clause (b) of Section 8.01, such prohibitions or limitations shall not be more restrictive on the members of the Consolidated Group than those in effect on the Closing Date and (iii) if the scope of such prohibitions or restrictions in the documents relating to any assumed Subordinated Debt is materially more restrictive on FMCAG and its Subsidiaries than the corresponding prohibitions and restrictions under the Trust Preferred Subdebt outstanding on the Closing Date, such Subordinated Debt shall be prepaid, redeemed, defeased or otherwise acquired for value, or refinanced or otherwise amended on terms reasonably acceptable to the Administrative Agent and the Required Lenders, within six months of the related Acquisition.