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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) 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); (e) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, 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; , (b) restrictions contained in agreements with the IPO Documents or any documents evidencing Subordinated Debt; provided, that in respect of Subordinated Debt such restrictions do not restrict the ability to Indebtedness incurred by Foreign Subsidiaries in accordance with grant security interests under this Agreement (provided or any agreement that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); refinances this Agreement, (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) 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 Ordinary Course (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); , (ed) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company any Credit Party to dispose of or transfer the assets subject to such Liens; , (fe) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; , (gf) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; , and (hg) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests interest in such partnership, limited liability company, joint venture or similar Person, 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 Holdings will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed exist any agreement with respect to a permitted Asset Sale; (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leasesarrangement that prohibits, licenses and similar agreements entered into in restrict or imposes any condition upon the ordinary course ability of business (provided that such restrictions are limited Holdings or any Subsidiary to the property create, incur or assets secured by such Liens or the property or assets subject permit to such leases, licenses or similar agreements, as the case may be); (e) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the date hereof identified on Schedule 6.3 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (c) in the case of any Subsidiary that is not a wholly owned Subsidiary, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement, provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (d) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.1(a)(vi) or 6.01(a)(vii) if such restrictions or conditions apply only to the assets securing such Indebtedness, (e) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by Sections 6.1(a)(ix), 6.1(a)(x), 6.1(xi) and 6.1(a)(xvi), provided that such restrictions or conditions do not conflict with the obligations of the Credit Parties hereunder and under the other Credit Documents with respect to the Collateral, including obligations to create Liens to secure the Obligations, (f) restrictions or conditions imposed by customary provisions in leases, subleases, licenses and sublicenses and other agreements (other than any CVR Intercompany Agreement) restricting the assignment thereof, (g) customary restrictions and conditions contained in agreements relating to the sale or other disposition of any assets permitted under Section 6.8 that are applicable solely pending consummation of such sale or other dispositions, provided that such restrictions and conditions apply only to such assets and such sale or other disposition is permitted hereunder, and (h) restrictions or encumbrances in respect of cash or other deposits imposed by customers under contracts entered into in the ordinary course of business. Nothing in this Section 6.3 shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.10 and 5.11 or under the Collateral Documents.

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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) 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); (e) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Neither Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, 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 (i) restrictions on the encumbrance of specific property encumbered to secure payment of particular permitted Indebtedness or to be sold pursuant to an executed agreement with respect to a sale of such assets, (ii) customary non-assignment provisions contained in leases, subleases, licenses and sublicenses permitted pursuant to this Agreement, (iii) restrictions contained in agreements relating to Indebtedness of Company and its Subsidiaries permitted pursuant to subsection 7.1(x) that expressly permit Liens in favor of Administrative Agent for the benefit of Lenders (or the administrative agent under any successor or replacement credit facility), (iv) restrictions on the encumbrance of specific property encumbered to secure payment of Indebtedness of Foreign Subsidiaries permitted pursuant to subsection 7.1(xi), (v) restrictions contained in agreements relating to Indebtedness of Company and its Subsidiaries permitted pursuant to subsection 7.1(xiv), (vi) restrictions contained in joint venture agreements or other Contractual Obligations of Joint Ventures, or (vii) restrictions on the encumbrance of specific property encumbered to secure payment of performance bonds contained in indemnity agreements relating to such performance bonds; provided that such restrictions do not apply to the Capital Stock of any Subsidiary owned by Company or a Domestic Subsidiary.

No Further Negative Pledges. Except Neither the Borrowers, the Subsidiary Guarantors nor any of their 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 with respect to to: (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a asset sale permitted Asset Sale; by Section 6.08; (b) restrictions contained in agreements any agreement with respect to Indebtedness incurred permitted by Foreign Subsidiaries in accordance with this Agreement (provided Section 6.01 that is secured by a Permitted Lien, but only if such restrictions are limited agreement applies solely to the property specific asset or assets of to which such Foreign Subsidiary and its Subsidiaries); Permitted Lien applies; (c) restrictions contained in the Senior Subordinated Notes Indenture; [Reserved]; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and 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 subleases, licenses, sublicenses or similar agreements, as the case may be); ; (e) Permitted Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company Borrower Agent or any of its Subsidiaries to dispose of or transfer the assets subject to such Liens; ; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; ; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and [Reserved]; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (i) restrictions on Cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (j) restrictions set forth in documents which exist on the Closing Date and are listed on Schedule 6.04 hereto; and (k) restrictions or encumbrances imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (j) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower Agent, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquiredrefinancing.

No Further Negative Pledges. Except with respect No Credit Party shall be party to 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; provided that the following shall not be prohibited: (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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) 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); ) and, (ec) Liens permitted restrictions required by applicable law to be incurred under Section 6.2 and restrictions contained in the agreements relating thereto that limit the right any investment advisory agreement of the Company to dispose Borrower or any of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements its Subsidiaries and other similar agreementsrestrictions under applicable law, which limitation is applicable only to (d) restrictions contained in any agreement in effect at the assets that are the subject time a Subsidiary becomes a Subsidiary of such agreements; (g) any encumbrance or restriction in connection with an acquisition of propertyBorrower, so long as such encumbrance or restriction relates solely to the property so acquired and agreement was not created entered into in connection with or in anticipation contemplation of such acquisition; and person becoming a Subsidiary of Borrower, (he) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability companycompany or similar person, (f) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired, (g) in the case of any joint venture or special purpose vehicle which is not a Credit Party, restrictions in such person’s organizational documents or pursuant to any joint venture agreement, stockholders agreements or similar Personagreement solely to the extent of the equity interests of or property held in the subject joint venture or other entity, (h) restrictions contained in the SVB Credit Agreement or other revolving credit facilities permitted under Section 6.1(d) of this Agreement; provided that such revolving credit facilities are no more materially restrictive with respect to those encumbrances and restrictions in the SVB Credit Party nor Agreement as in effect on the Closing Date, (i) restrictions contained in the organizational documents or governing documents with respect to any of its Subsidiaries shall enter into Investment Fund or general partner thereof, (j) any agreement prohibiting encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the creation Credit Documents; provided that such amendments or assumption of any Lien upon any of its properties refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or assetsrefinancing, whether now owned or hereafter acquired(k) agreements in effect on the Closing Date and set forth on Schedule 6.3.

No Further Negative Pledges. Except No Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Secured Obligations, 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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (c) this Agreement and the other Credit Documents and the Senior Loan Documents; (d) covenants in documents creating Liens permitted by Section 6.2 prohibiting further Liens on the properties encumbered thereby and the proceeds and products thereof; (e) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements applicable to Joint Ventures permitted under this Agreement and applicable solely to such Joint Ventures; (f) customary restrictions on licenses or permits so long as such restrictions solely relate to the assets subject thereto; (g) any prohibition or limitation that restrict the transfer of ownership interests exists in such partnership, limited liability company, joint venture or similar Person, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting in effect at the creation time any Person becomes a Subsidiary of Lux 1, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Lux 1; or assumption (h) any prohibition or limitation that is imposed by any amendments or refinancings that are otherwise permitted by the Credit Documents of any Lien upon any of its properties the contracts, instruments or assetsobligations referred to in clause (a), whether now owned (d) or hereafter acquired(g); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) 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); (e) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company or any of its Subsidiaries to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, 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; , (b) restrictions contained in agreements with any documents evidencing Subordinated Debt; provided, that in respect of Subordinated Debt such restrictions do not restrict the ability to Indebtedness incurred by Foreign Subsidiaries in accordance with grant security interests under this Agreement (provided or any agreement that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); refinances this Agreement, (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) 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 Ordinary Course (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); , (ed) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company any Credit Party to dispose of or transfer the assets subject to such Liens; , (fe) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; , (gf) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; , (g) restrictions contained in the Second Lien Credit Documents and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests interest in such partnership, limited liability company, joint venture or similar Person, 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 Following December 23, 2008, the Credit Parties shall not enter into, assume or become subject to any new agreement that prohibits or restricts (or amend, restate, supplement or modify any agreement in effect on December 23, 2008 if one of the purposes of such amendment, restatement, supplement or modification is to prohibit or otherwise restrict) the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation; provided that the foregoing shall not apply 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; (bi) restrictions contained in agreements with respect or conditions imposed by any agreement relating to Permitted Purchase Money Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that and Cash Collateralized Letters of Credit if such restrictions are limited or conditions apply only to the property or assets of securing such Foreign Subsidiary and its Subsidiaries); Debt, (c) restrictions contained in the Senior Subordinated Notes Indenture; (dii) 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); , (eiii) this Agreement and the other Credit Documents, (iv) restrictions imposed by any sale agreement on the creation of Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of propertySecuritization Transaction, so long as such encumbrance restrictions are (A) in the case of Securitization Transactions originated by Initial Borrower or restriction relates solely its Subsidiaries, substantially similar to those contained in the property so acquired documentation for any Securitization Transaction entered into prior to December 23, 2008 and was (B) in the case of any interest in Securitization Transactions originated by Persons other than the Initial Borrower or its Subsidiaries, not created entered into in contemplation of the acquisition of such interest by the Initial Borrower or its Subsidiaries and are ordinarily of the type included in Securitization Transactions, and (v) restrictions or conditions set forth in any documents in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreementsany 2009 Debt Issuance, including, but not limited liability company organizational governance documentsto, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, 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 acquiredHY Debt Documents.

No Further Negative Pledges. Except as set forth in the Second Lien Term Loan Agreement, neither Holdings nor any of its Subsidiaries shall enter into any agreement (other than the Loan Documents) 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 (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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (di) restrictions by reason of customary provisions restricting assignmentsassignment, 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); , (eii) Liens purchase money Indebtedness and Capital Leases permitted to be incurred under Section 6.2 this subsection, Permitted Encumbrances described in clause (iii) of such defined term or Liens permitted under subsection 7.2A(ii) and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; , (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (hiii) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, no Credit Party nor any (iv) specific property encumbered to secure payment of its Subsidiaries shall enter into any particular Indebtedness or to be sold pursuant to an executed agreement prohibiting the creation or assumption with respect to a permitted Asset Sale and other permitted sales of any Lien upon any of its properties or assets, whether now owned (v) restrictions contained in agreements with respect to Indebtedness incurred by any Foreign Subsidiary in accordance with this Agreement; provided that such restrictions are limited to the property or hereafter acquiredassets of such Foreign Subsidiary, and (vi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements.

No Further Negative Pledges. Except as set forth in the First Lien Credit Agreement, neither Holdings nor any of its Subsidiaries shall enter into any agreement (other than the Loan Documents) 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 (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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (di) restrictions by reason of customary provisions restricting assignmentsassignment, 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); , (eii) Liens purchase money Indebtedness and Capital Leases permitted to be incurred under Section 6.2 this subsection, Permitted Encumbrances described in clause (iii) of such defined term or Liens permitted under subsection 7.2(ii) and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; , (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (hiii) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, no Credit Party nor any (iv) specific property encumbered to secure payment of its Subsidiaries shall enter into any particular Indebtedness or to be sold pursuant to an executed agreement prohibiting the creation or assumption with respect to a permitted Asset Sale and other permitted sales of any Lien upon any of its properties or assets, whether now owned (v) restrictions contained in agreements with respect to Indebtedness incurred by any Foreign Subsidiary in accordance with this Agreement; provided that such restrictions are limited to the property or hereafter acquiredassets of such Foreign Subsidiary, and (vi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements.

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 an Asset Sale permitted Asset Sale; under Section 6.9, (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) restrictions by reason of customary provisions restricting assignments, Liens, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business or existing on the Closing Date (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 under any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into Loan Party that was in existence at the time of such acquisition (or at the time it merges with or into any Loan Party in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designation, (d) restrictions on cash or other deposits or net worth imposed by customers, under commercial contracts entered into in the ordinary course of business, (e) Liens permitted to be incurred under Section 6.2 and encumbrances or restrictions in the agreements relating thereto that limit the right of the Company to dispose of connection with any Permitted Product Transaction or transfer the assets subject to such Liens; Permitted Royalty Transaction, (f) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements or arrangements and other similar agreements, which limitation is applicable only agreements or arrangements relating solely to the assets that are the subject of such agreements; applicable joint venture, (g) any encumbrance or restriction contained in connection with an acquisition secured Indebtedness otherwise permitted to be incurred hereunder to the extent limiting the right of property, so long as the debtor to dispose of the assets securing such Indebtedness and any encumbrance or restriction relates solely contained in any agreements with respect to the property so acquired and was not created in connection with or in anticipation of such acquisition; any Permitted Priority Indebtedness and (h) any encumbrances or restrictions of the type referred to in the immediately preceding clauses (a) through (g) above imposed by customary provisions any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (including Permitted Refinancing Indebtedness) of the contracts, instruments or obligations referred to such immediately preceding clauses (a) through (g) above (provided that such encumbrances and restrictions contained in partnership agreementsany such amendment, limited liability company organizational governance documentsmodification, joint venture agreements restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the good faith judgment of Xxxxxxxx, not materially more restrictive, taken as a whole, than the encumbrances and other similar agreements that restrict the transfer of ownership interests in restrictions prior to such partnershipamendment, limited liability companymodification, joint venture restatement, renewal, increase, supplement, refunding, replacement or similar Personrefinancing), no Credit Loan Party nor any of its Borrower’s 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 No Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of the properties or assets of any Credit Party, whether now owned or hereafter acquired, to secure the Obligations, except with respect to 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 disposition of assets (including an Asset Sale; ); (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) 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); ; (ec) Liens permitted to be incurred under Section 6.2 (i) restrictions existing on the date hereof which are identified on Schedule 6.3 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (fii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that extent restrictions permitted by clause (i) are the subject set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, Indebtedness so long as such encumbrance renewal, extension or restriction relates solely refinancing does not expand the scope of such restrictions in any material respect; (d) the Holdings Notes and the Subordinated Notes and, in each case, any Permitted Refinancing thereof (provided that such limitations set forth in any amendment or modification of the Holdings Notes or the Subordinated Notes or in any Permitted Refinancing thereof shall not be materially more restrictive than those set forth in the Holdings Notes or the Subordinated Notes on the date hereof); (e) Indebtedness of a Subsidiary of the Borrower that is not a Guarantor which is permitted by Section 6.1, to the property so acquired extent relating only to such Subsidiary and was not created in connection with or in anticipation of such acquisition; and its Subsidiaries; (hf) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict applicable to Joint Ventures permitted under Section 6.6 and applicable solely to such Joint Venture entered into in the transfer ordinary course of ownership interests in such partnership, limited liability company, joint venture or similar Person, no Credit Party nor any business; (g) customary provisions restricting assignment of its Subsidiaries shall enter into any agreement prohibiting entered into in the creation ordinary course of business; (h) restrictions that are or assumption were created by virtue of any Lien upon transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement; (i) restrictions in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired; and (j) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of its properties or assets, whether now owned or hereafter acquiredbusiness.

No Further Negative Pledges. Except Neither Holdings nor any of its Subsidiaries shall enter into any agreement (other than the Loan Documents) 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 (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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (di) restrictions by reason of customary provisions restricting assignmentsassignment, 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); , (eii) Liens purchase money Indebtedness and Capital Leases permitted to be incurred under Section 6.2 this subsection, Permitted Encumbrances described in clause (iii) of such defined term or Liens permitted under subsection 7.2A(ii) and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; , (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (hiii) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, no Credit Party nor any (iv) specific property encumbered to secure payment of its Subsidiaries shall enter into any particular Indebtedness or to be sold pursuant to an executed agreement prohibiting the creation or assumption with respect to a permitted Asset Sale and other permitted sales of any Lien upon any of its properties or assets, whether now owned (v) restrictions contained in agreements with respect to Indebtedness incurred by any Foreign Subsidiary in accordance with this Agreement; provided that such restrictions are limited to the property or hereafter acquiredassets of such Foreign Subsidiary, and (vi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements.

No Further Negative Pledges. Except with respect to (ai) 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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with not otherwise prohibited under this Agreement (provided that so long as such restrictions are limited restriction applies only to the property or assets of encumbered to secure such Foreign Subsidiary and its SubsidiariesIndebtedness); , (c) restrictions contained in the Senior Subordinated Notes Indenture; (dii) 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 property, assets or assets rights subject to such leases, licenses or similar agreements, as the case may be), (iii) subject to the Intercreditor Agreement, the Replacement Term Loan Facility, and (iv) restrictions identified on Schedule 7.09(b); (ev) Liens permitted restrictions pursuant to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction Contractual Obligations assumed in connection with an acquisition of propertypermitted Investments, so long as such encumbrance or restriction relates restrictions apply solely to the property assets acquired in the Investment; (vi) restrictions contained in any agreement governing Indebtedness of any Loan Party or its Subsidiaries permitted hereby, so acquired and was not created long as such restrictions are no more restrictive in connection with any material respect than those contained in this Agreement or in anticipation of such acquisition; the other Loan Documents and (hvii) restrictions imposed by customary provisions with respect to the creation or assumption of any such Liens (x) in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar or (y) in executed asset sale agreements that restrict or stock sale agreements governing dispositions of assets to the transfer extent permitted by Section 7.05 (provided that, for purposes of ownership interests in this clause (vii), such partnership, limited liability company, Liens may apply only to the assets or property subject to such joint venture or similar Personexecuted asset sale or stock sale agreement or to the assets or property being sold, as the case may be), no Credit Loan Party nor or 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 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, except with respect to 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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) 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); ; (b) documentation relating to the Loan Documents, the Mortgage Loan Document, the Existing REIT Credit Facility or Permitted Refinancing Notes, or any Permitted Refinancing thereof; (c) any agreement in effect at the time a person becomes a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than such Subsidiary, or the property or assets of the such Subsidiary, so acquired; (d) customary provisions in partnership agreements, limited liability company organizational or governance documents, joint venture documents and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (e) Liens permitted to be incurred under Section 6.2 7.3 and restrictions in the agreements relating thereto that limit the right of the Company Borrower or any of its Subsidiaries to dispose Dispose of or transfer the assets subject to such Liens; ; (f) customary provisions limiting the disposition Disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; ; (g) restrictions on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or deposit exists; (h) restrictions on Liens in favor of any encumbrance holder of Indebtedness permitted under Section 6.1 but solely to the extent any such restriction relates to the property financed by or restriction secured by such Indebtedness; (i) restrictions (x) existing on the Closing Date (to the extent not otherwise permitted by this Section 7.8) and set forth on Schedule 7.8 hereto and (y) to the extent agreements permitted by clause (x) are set forth in connection with an acquisition agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of property, such Indebtedness so long as such encumbrance modification, replacement, renewal, extension or restriction relates solely to refinancing does not expand the property so acquired scope of the restrictions described in the foregoing clauses (a) and was not created (b) in such agreement; (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (k) restrictions that arise in connection with cash or in anticipation of such acquisition; and other deposits permitted under Section 7.10; (hl) restrictions imposed that arise in connection with any agreement or other instrument of a Person acquired by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict or merged or consolidated with or into the transfer of ownership interests in such partnership, limited liability company, joint venture Borrower or similar Person, no Credit Party nor any of its Subsidiaries shall enter in existence at the time of such acquisition or at the time it merges with or into any agreement prohibiting the creation Borrower or assumption of any Lien upon any of its Subsidiaries or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (m) restrictions that arise in connection with contracts for the sale of assets, whether now owned including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or hereafter acquireddisposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (n) restrictions on Liens in favor of any holder of other Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 7.2 hereof that are, taken as a whole, in the good faith judgment of Borrower, not materially more restrictive with respect to Borrower or any Subsidiary than the restrictions contained in this Agreement and which shall not restrict the granting to the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral; and (o) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Subsidiary or the assets or property of another Subsidiary.

No Further Negative Pledges. Except with respect Following December 23, 2008, the Credit Parties shall not enter into, assume or become subject to any new agreement that prohibits or restricts (or amend, restate, supplement or modify any agreement in effect on December 23, 2008 if one of the purposes of such amendment, restatement, supplement or modification is to prohibit or otherwise restrict) the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation; provided that the foregoing shall not apply 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; (bi) restrictions contained in agreements with respect or conditions imposed by any agreement relating to Permitted Purchase Money Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that and Cash Collateralized Letters of Credit if such restrictions are limited or conditions apply only to the property or assets of securing such Foreign Subsidiary and its Subsidiaries); Debt, (c) restrictions contained in the Senior Subordinated Notes Indenture; (dii) 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); , (eiii) this Agreement and the other Credit Documents, (iv) restrictions imposed by any sale agreement on the creation of Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of propertySecuritization Transaction, so long as such encumbrance restrictions are (A) in the case of Securitization Transactions originated by Initial Borrower or restriction relates solely its Subsidiaries, substantially similar to those contained in the documentation for any Securitization Transaction entered into prior to December 23, 2008 and (B) in the case of any interest in Securitization Transactions originated by Persons other than the Initial Borrower or its Subsidiaries, not entered into in contemplation of the acquisition of such interest by the Initial Borrower or its Subsidiaries and are ordinarily of the type included in Securitization Transactions, and (v) restrictions or conditions set forth in the 2009-2012 Debt Documentation, and restrictions or conditions set forth in the documentation relating to any unsecured Debt Issuance that are no more burdensome to the property so acquired and was not created Credit Parties than those set forth in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, 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 acquired2009-2012 Debt Documentation.

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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes IndentureIndenture or the Senior Secured Asset Based Revolving Credit Agreement; (d) 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); (e) Liens permitted to be incurred under Section 6.2 6.02 and restrictions in the agreements relating thereto that limit the right of the Company Borrower or any of its Subsidiaries to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; and (i) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, 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 Sale; , (b) restrictions contained in agreements with documents evidencing Subordinated Debt; provided, that in respect of Subordinated Debt such restrictions do not restrict the ability to Indebtedness incurred by Foreign Subsidiaries in accordance with grant security interests under this Agreement (provided or any agreement that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); refinances this Agreement, (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) 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 Ordinary Course (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); , (ed) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company any Credit Party to dispose of or transfer the assets subject to such Liens; , (fe) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; , (gf) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; , (g) restrictions contained in the First Lien Credit Documents, and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests interest in such partnership, limited liability company, joint venture or similar Person, 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 Following December 23, 2008, the Credit Parties shall not enter into, assume or become subject to any new agreement that prohibits or restricts (or amend, restate, supplement or modify any agreement in effect on December 23, 2008 if one of the purposes of such amendment, restatement, supplement or modification is to prohibit or otherwise restrict) the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation; provided that the foregoing shall not apply 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; (bi) restrictions contained in agreements with respect or conditions imposed by any agreement relating to Permitted Purchase Money Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that and Cash Collateralized Letters of Credit if such restrictions are limited or conditions apply only to the property or assets of securing such Foreign Subsidiary and its Subsidiaries); Debt, (c) restrictions contained in the Senior Subordinated Notes Indenture; (dii) 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); , (eiii) this Agreement and the other Credit Documents, and (iv) restrictions imposed by any sale agreement on the creation of Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of propertySecuritization Transaction, so long as such encumbrance restrictions are (A) in the case of Securitization Transactions originated by Initial Borrower or restriction relates solely its Subsidiaries, substantially similar to those contained in the property so acquired documentation for any Securitization Transaction entered into prior to December 23, 2008 and was (B) in the case of any interest in Securitization Transactions originated by Persons other than the Initial Borrower or its Subsidiaries, not created entered into in connection with or in anticipation contemplation of the acquisition of such acquisition; and (h) restrictions imposed interest by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture Initial Borrower or similar Person, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting and are ordinarily of the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquiredtype included in Securitization Transactions.

No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness permitted hereunder or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale; , (b) restrictions contained in agreements with respect any documents evidencing unsecured Debt or Subordinated Debt permitted pursuant to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its SubsidiariesSection 6.1(c); (c) restrictions contained , in the Senior Notes Documents, in the Term Credit Documents and any Permitted Refinancing Indebtedness with respect thereto; provided, that in respect of such unsecured Debt or Subordinated Debt, in the Term Credit Documents and in the Senior Notes Indenture; Documents and any Permitted Refinancing Indebtedness with respect thereto, such restrictions do not restrict the ability to grant security interests as required under the Credit Documents or any agreement that refinances this Agreement, (dc) 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 Ordinary Course (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); , (ed) restrictions in the agreements relating to Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company any Credit Party to dispose of or transfer the assets subject to such Liens; , (fe) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; , (gf) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and , (hg) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests interest in such partnership, limited liability company, joint venture or similar Person, provided that to the extent such restriction restricts the ability to grant security interests as required under the Credit Documents, such restrictions shall have existed prior to the Closing Date, and (h) restrictions on receivables sold or otherwise disposed of pursuant to a Factoring Agreement permitted by Section 6.1(l), 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; (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries or in accordance with this Agreement (provided that provided, that, such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes IndentureNote Indenture or the Senior Secured Term Facility Credit Agreement; (d) 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 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); (e) Liens permitted to be incurred under Section 6.2 6.02 and restrictions in the agreements relating thereto that limit the right of the Company Amscan or any of its Subsidiaries to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar PersonPerson and (i) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, 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 The Credit Parties will not, nor will they permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, 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; this Credit Agreement and the other Credit Documents, (b) restrictions contained in agreements with respect pursuant to the Senior Unsecured Notes Indenture or other indenture or agreement evidencing Indebtedness permitted under Section 6.1(f), (c) pursuant to any document or instrument governing Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement pursuant to Section 6.1(c) (provided that any such restrictions are limited restriction contained therein relates only to the property asset or assets of such Foreign Subsidiary constructed or acquired in connection therewith) and its Subsidiaries(e); (c) restrictions contained in the Senior Subordinated Notes Indenture; , (d) restrictions by reason of customary provisions restricting assignments, subletting any Permitted Lien or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business any document or instrument governing any Permitted Lien (provided that any such restrictions are limited restriction contained therein relates only to the property or assets secured by such Liens or the property asset or assets subject to such leasesPermitted Lien), licenses or similar agreements, as the case may be); (e) Liens permitted to be incurred under Section 6.2 customary non-assignment provisions of leases, subleases, licenses and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; sublicenses, (f) provisions limiting restrictions in joint venture and partnership agreements, (g) restrictions on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the disposition or distribution transfer of assets or property in joint venture agreements, sale-leaseback asset sale agreements, stock sale agreements and other similar agreements, which limitation is (h) restrictions and conditions applicable only to any Subsidiary acquired after the assets that are date hereof if such restrictions and conditions existed at the subject of time such agreements; (g) any encumbrance or restriction in connection with an acquisition of propertySubsidiary was acquired, so long as such encumbrance or restriction relates solely to the property so acquired and was were not created in connection with or in anticipation of such acquisition; , and applying solely to such acquired Subsidiary, and (hi) restrictions on cash and other deposits or net worth imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict customers under contracts entered into the transfer ordinary course of ownership interests in such partnership, limited liability company, joint venture or similar Person, 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 acquiredbusiness.

No Further Negative Pledges. Except with respect No Credit Party nor any of its Subsidiaries shall enter into or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of such Credit Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired except: (a) pursuant to this Agreement and the other Loan Documents; (b) agreements prohibiting Liens on specific property encumbered to secure payment of particular Indebtedness or to be sold indebtedness permitted pursuant to an executed agreement with respect to a permitted Asset Sale; (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries)Section 11.1; (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) 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 provided, 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); and (ed) Liens any negative pledge incurred or provided in connection with any Lien permitted by Section 11.1(c) or any document or instrument governing any Lien permitted by Section 11.1(c), provided that any such restriction contained therein relates only to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of asset or transfer the assets subject to such Liens; Lien permitted by Section 11.1(c).” (fQ) provisions limiting Effective as of the disposition or distribution Amended Financial Covenants Effective Date, Section 12.1 of assets or property the Credit Agreement is hereby amended and restated in joint venture agreementsits entirety to read as follows: 12.1 [Intentionally Omitted].” (R) Effective as of the Amended Financial Covenants Effective Date, sale-leaseback agreements, stock sale agreements Section 12.2 of the Credit Agreement is hereby amended and other similar agreements, which limitation is applicable only restated in its entirety to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long read as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, 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.follows:

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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained any documents evidencing Subordinated Debt, in the Senior Notes Documents and any Permitted Refinancing Indebtedness with respect thereto; provided, that in respect of Subordinated Debt and in the Senior Notes Indenture; Documents and any Permitted Refinancing Indebtedness with respect thereto, such restrictions do not restrict the ability to grant security interests as required under the Credit Documents or any agreement that refinances this Agreement, (dc) 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 Ordinary Course (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); , (ed) restrictions in the agreements relating to Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company any Credit Party to dispose of or transfer the assets subject to such Liens; , (fe) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; , (gf) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; , and (hg) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests interest in such partnership, limited liability company, joint venture or similar Person, provided that to the extent such restriction restricts the ability to grant security interests as required under the Credit Documents, such restrictions shall have existed prior to the Closing Date, 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; (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries or in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes IndentureIndenture or the Senior Secured Term Facility Credit Agreement; (d) 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 107 leases, licenses or similar agreements, as the case may be); (e) Liens permitted to be incurred under Section 6.2 6.02 and restrictions in the agreements relating thereto that limit the right of the Company Borrower or any of its Subsidiaries to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar PersonPerson and (i) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, 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 Sale; (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes IndentureIndenture or in agreements with respect to Indebtedness incurred that refinances or replaces the Senior Subordinated Notes Indenture that are no more restrictive in any material respect than those contained in the Senior Subordinated Notes Indenture or restrictions contained in the Senior Secured Asset-Based Revolving Credit Agreement; (d) 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); (e) Liens permitted to be incurred under Section 6.2 6.02 and restrictions in the agreements relating thereto that limit the right of the Company Borrower or any of its Subsidiaries to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (i) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (j) restrictions in any one or more agreements governing Indebtedness entered into after the Closing Date that contain encumbrances and other restrictions that are, taken as a whole, in the good faith judgment of the Borrower, (A) no more restrictive in any material respect with respect to the Borrower or any Subsidiary Guarantor than those encumbrances and other restrictions that are in effect on the Closing Date pursuant to agreements and instruments in effect on the Closing Date or (B) no more disadvantageous to the Lenders than the Senior Subordinated Notes Indenture, 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 an Asset Sale permitted Asset Sale; under Section 6.9(b), (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (under the RPI Agreement, any Royalty Monetization Transaction, or any other Permitted Royalty Transaction; provided that such restrictions are limited to not more restrictive than the property or assets provisions of such Foreign Subsidiary this Agreement, and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) 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); (e) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, no Credit Loan Party nor any of its the Company’s 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.. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

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 for any restriction that: (a) relates to 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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) restrictions by reason of is a customary provisions provision restricting assignments, subletting or other transfers contained in leases, licenses and similar provisions in connection with 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); or (c) exists under this Agreement, any other Credit Document, any Interest Rate Agreement or any Currency Agreement; (d) restrictions contained in documents governing Indebtedness and Liens on Capital Stock permitted hereunder of any Subsidiary that is not a Credit Party; (e) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in in, such partnership, limited liability company, joint venture or similar Person; (f) any encumbrance or restriction assumed in connection with an acquisition of property or the Capital Stock of any Person, no Credit Party nor so long as such encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in contemplation of such acquisition; (g) Permitted Liens and restrictions in the agreements relating thereto that limit the right of Holdings or any of its Subsidiaries shall enter into to dispose of, or encumber the assets subject to such Liens; and (h) restrictions contained in any agreement prohibiting with respect to Indebtedness permitted by Section 6.1 that is secured by a Permitted Lien, but only if such restrictions apply only to the creation Person or assumption of any Lien upon any of Persons obligated under such Indebtedness and its properties or assets, whether now owned their Subsidiaries or hereafter acquiredthe property or assets securing such Indebtedness.

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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) 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); (e) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, 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, to secure the Obligations except (a) with respect to specific property subject to a Lien permitted hereunder to secure payment of Indebtedness permitted hereunder or to be sold pursuant to an executed agreement with respect to aan Asset Sale permitted hereunder; provided that such restrictions are limited to the property so encumbered or subject to such Asset Sale, (b) customary restrictions contained in any Permitted License, lease or similar agreement permitted hereunder (provided that such restrictions are limited to the property or assets subject to such Permitted License, lease or similar agreement), (c) customary provision in joint venture agreements applicable to joint ventures permitted hereunder; provided that such restrictions are applicable solely to such joint venture entered into in the ordinary course of business, (d) customary provisions set forth in Co-Development Agreements; provided that such restrictions are applicable solely to the property subject to such Co-Development Agreement, (e) with respect to Discontinued Real Property, (f) restrictions identified on Schedule 6.03, (g) restrictions set forth in Indebtedness permitted under Section 6.01(f) that impose restrictions on the property so acquired in connection with the Permitted Acquisition referred to in Section 6.01(f), (h) restrictions under any Refinancing Indebtedness or Permitted Incremental Equivalent Debt and (i) restrictions contained in the indentures relating to the Convertible Notes and the Senior Notes.

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 agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with not otherwise prohibited under this Agreement (provided that so long as such restrictions are limited restriction applies only to the property or assets of encumbered to secure such Foreign Subsidiary and its SubsidiariesIndebtedness); , (c) restrictions contained in the Senior Subordinated Notes Indenture; (db) 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 property, assets or assets rights subject to such leases, licenses or similar agreements, as the case may be), (c) subject to the Intercreditor Agreement, the Replacement Revolving Credit Facility, and (d) restrictions identified on Schedule 6.3; (e) Liens permitted restrictions pursuant to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction contractual obligations assumed in connection with an acquisition of propertypermitted Investments, so long as such encumbrance or restriction relates restrictions apply solely to the property so assets acquired and was not created in connection with or in anticipation of such acquisitionthe Investment; and (hf) restrictions imposed by customary contained in any agreement governing Indebtedness of any Credit Party or its Subsidiaries permitted hereby, so long as such restrictions are no more restrictive in any material respect than those contained in this Agreement or the other Credit Documents and (g) provisions with respect to the creation or assumption of any such Liens (i) in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar or (ii) in executed asset sale agreements that restrict or stock sale agreements governing dispositions of assets to the transfer extent permitted by Section 6.8 (provided that, for purposes of ownership interests in this clause (g), such partnership, limited liability company, Liens may apply only to the assets or property subject to such joint venture or similar Personexecuted asset sale or stock sale agreement or to the assets or property being sold, as the case may be), no Credit Party nor or 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.