Common use of No Further Negative Pledges Clause in Contracts

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (i) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (iii) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by the definition of “Excluded Property” (provided that such restrictions are limited to the Property or assets secured by such Liens or the Property or assets subject to such leases, licenses or similar agreements, as the case may be) or (iv) restrictions included in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) (provided that such restrictions are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effect.

No Further Negative Pledges. In Except with respect to (a) this Agreement and the case of Borrower Group Parties, enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the other Loan Documents, except for (ib) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property property encumbered to secure payment of particular Debt (to the extent Indebtedness that is permitted to be incurred pursuant to the terms of the Loan Documents) and secured under this Agreement or to be sold pursuant to an executed agreement with respect to a sale of assets permitted Asset Salehereunder, (iiic) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be) or ), (ivd) restrictions included by reason of customary provisions restricting assignments, subservicing, subcontracting or other transfers contained in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) servicing agreements (provided that such restrictions are limited to the Property individual servicing agreement and related agreements or the property and/or assets subject to such agreements, as the case may be) and (e) restrictions by reason of customary provisions restricting liens, assignments, subservicing, subcontracting or other transfers contained in agreements with the Federal Housing Administration, Veterans Administration, Xxxxxx Mae, Xxxxxx Xxx, Xxxxxxx Mac or other similar governmental agencies relating to the origination, sale, securitization and servicing of mortgage loans (provided that such restrictions are limited to the individual agreement and related agreements and/or the property or assets secured by Liens securing subject to such Debt or the Property or assets acquired with the proceeds of such Debtagreements, as the case may be), exceptno Loan Party nor any Restricted Subsidiary shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, in each casewhether now owned or hereafter acquired, as could reasonably be expected to have a Material Adverse Effectsecure the Obligations.

No Further Negative Pledges. In the case No Credit Party nor any of Borrower Group Parties, its Subsidiaries shall enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Propertiesproperties or assets, whether now owned or hereafter acquired, except (a) restrictions pursuant to secure the Obligations of Borrower Group Parties under the Loan Credit Documents, except for (iany Subordinated Indebtedness permitted under Section 6.1(c) and any Surviving Indebtedness permitted under Section 6.1(g), provided, in the Loan Documents or other Contractual Obligations in effect as case of the Effective Date Subordinated Indebtedness and set forth on Schedule 8.02(k) (or any replacementsSurviving Indebtedness, renewals or substitutions thereof to the extent that such restrictions are no more onerous or restrictive in any material respect than the provision applicable under restrictions in the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), Senior Subordinated Note Documents; (iib) customary restrictions in Contractual Obligations pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of specific Property encumbered to secure payment of particular Debt (such sale, provided, such restrictions relate only to the extent permitted to be incurred pursuant to the terms of the Loan Documentsproperty or assets being sold; (c) or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (iii) customary restrictions by reason of customary provisions restricting assignmentson assignment, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” (provided that business of Company and its Subsidiaries, provided, in each case, such restrictions are limited relate only to the Property or assets secured by such Liens or the Property or assets property subject to such leases, licenses or similar agreements, as the case may be) or ; and (ivd) restrictions included in any agreement entered into in connection with any other Debt on property or assets subject to a Lien permitted under Section 8.02(b) (provided that 6.2(m), provided, such restrictions are limited relate only to the Property property or assets secured by Liens securing subject to such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse EffectLien.

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit Except with respect to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (ia) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (iiib) the Infineum Agreement, (c) the Senior Subordinated Notes Documents and (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses licenses, Joint Venture agreements and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be) or (iv) restrictions included in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) (provided that such restrictions are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), exceptno Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien in favor of the Collateral Agent or the Secured Parties upon any of its properties or assets, in each casewhether now owned or hereafter acquired, as could reasonably be expected except (i) agreements evidencing Indebtedness permitted by Section 6.1(h) that impose restrictions on the property so acquired, (ii) restrictions that are or were created by virtue of any transfer of, agreement to have a Material Adverse Effecttransfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, and (iii) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(k) solely with respect to the assets of such Foreign Subsidiaries.

No Further Negative Pledges. In the case Neither Company nor any of Borrower Group Parties, its Subsidiaries shall enter into or permit to exist any agreement (other than the Subordinated Note Indenture) prohibiting the creation or assumption of any Lien upon any of its Propertiesproperties or assets as security for the Obligations or any Indebtedness that refinances the Obligations, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for other than (i) any agreement (a) prohibiting only the Loan Documents creation of Liens securing Subordinated Indebtedness or other Contractual Obligations in effect as of the Effective Date (b) containing an “equal and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted)ratable” clause, (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered to secure payment of particular Debt (any 108 agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A(ii), as to the extent assets securing such Indebtedness or subject to Liens permitted under subsection 7.2A(v) or 7.2A(vi) or Permitted Encumbrances referred to be incurred pursuant to the terms in clauses (iii), (xv), (xvi), (xviii) or (xix) of the Loan Documents) or to be sold pursuant to an executed agreement with respect to a permitted Asset Saledefinition thereof, (iii) restrictions by reason of customary provisions restricting assignmentsany agreement evidencing an asset sale, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by the definition of “Excluded Property” (provided that such restrictions are limited to the Property or assets secured by such Liens or the Property or assets subject to such leasesbeing sold, licenses or similar agreements, as the case may be) or (iv) provisions restricting Liens on assets of and interests in Joint Ventures; (v) leases and licenses containing customary non-assignment or negative pledge restrictions included in any agreement entered into in connection with any other Debt the ordinary course of business; and (vi) agreements binding on property or Persons acquired in a Permitted Acquisition (or Investment permitted under Section 8.02(b) (provided that such restrictions are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds hereunder), not entered into in contemplation of such DebtPermitted Acquisition (or Investment permitted hereunder) and not applicable to any Person other than the Person acquired, as or to any property other than the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effectproperty so acquired.

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

No Further Negative Pledges. In the case of Borrower Group PartiesPermit any Consolidated Party to enter into, enter into assume or permit become subject to exist any agreement prohibiting or otherwise restricting the creation or assumption existence of any Lien upon any of its PropertiesProperty in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, to secure or requiring the Obligations grant of Borrower Group Parties under any security for any obligation if such Property is given as security for the Loan DocumentsObligations, except for (ia) the Loan Documents in connection with any document or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered to secure payment of particular Debt (to the extent permitted to be instrument governing Indebtedness incurred pursuant to Section 7.03(c), provided that any such restriction contained therein relates only to the terms of the Loan Documentsasset or assets constructed or acquired (or proceeds thereof) or to be sold pursuant to an executed agreement with respect to a permitted Asset Salein connection therewith, (iiib) restrictions by reason of customary provisions restricting assignmentsin connection with any Permitted Lien or any document or instrument governing any Permitted Lien, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by the definition of “Excluded Property” (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 (or proceeds thereof), licenses or similar agreements, as the case may be(c) or (iv) pursuant to customary restrictions included and conditions contained in any agreement entered into relating to the sale of any Property permitted under Section 7.05, pending the consummation of such sale, (d) in connection with any document or instrument governing other Debt permitted under Section 8.02(b“Significant Indebtedness” the issuance of which would not cause a Default or Event of Default hereunder (for the purposes hereof, “Significant Indebtedness” means Indebtedness where each class of such Indebtedness having separate voting rights is in excess of $20,000,000), (e) customary non-assignment provisions in contracts and (provided that such restrictions are limited f) pursuant to the Property or assets secured by Liens securing such Debt or terms and conditions contained in the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse EffectSenior Unsecured Note Indenture.

No Further Negative Pledges. In the case Neither Borrower nor any of Borrower Group Parties, its Subsidiaries shall enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Propertiesproperties or assets, whether now owned or hereafter acquiredacquired (including Intellectual Property), to secure the Obligations of Borrower Group Parties Indebtedness under the Loan Documentsany senior credit facility, except for including this Agreement, other than (i) an agreement prohibiting only the Loan Documents or other Contractual Obligations in effect as creation of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted)Liens securing Subordinated Indebtedness, (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered to secure payment of particular Debt (any agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A(ii), 7.2A(iv), 7.2A(v), 7.2A(vi), 7.2A(vii) or 7.2A(ix), as to the extent permitted to be incurred pursuant to the terms of the Loan Documents) or to be sold pursuant to an executed agreement with respect to a permitted Asset Saleassets securing such Indebtedness, (iii) restrictions by reason of any agreement evidencing an asset sale, as to the assets being sold, (iv) customary non-assignment provisions restricting assignments, subletting or other transfers contained in agreementslicenses, leases, licenses sublicenses, subleases and similar other agreements as contemplated entered into by Borrower or such Subsidiary in the definition ordinary course of “Excluded Property” business, (v) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions are limited and conditions apply only to the Property or assets secured by of the Subsidiary that is to be sold and such Liens or the Property or assets subject to such leasessale is otherwise permitted under subsection 7.6, licenses or similar agreements, as the case may be) or and (ivvi) restrictions included contained in any agreement entered into in connection Joint Venture agreements and other Contractual Obligations with any other Debt permitted under Section 8.02(b) (respect to Joint Ventures; provided that such restrictions are limited apply only to the Property assets of Joint Venture and not the assets of Borrower or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds any of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effectits Subsidiaries.

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit Except with respect to exist any agreement prohibiting the creation or assumption of any (a) property encumbered by a Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (i) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered permitted by Section 6.2 to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (iiib) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements, leasesasset sale agreements, licenses stock sale agreements and similar agreements as contemplated by entered into to the definition of “Excluded Property” (extent permitted hereunder; provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses licenses, joint venture agreements, asset sale agreements, stock sale agreements or similar agreements, as the case may be, (c) restrictions in other Indebtedness incurred in compliance with Section 6.1 in respect of Liens in favor of parties other than the 85 Secured Parties, (d) restrictions contained in the Credit Documents or any related documents, (e) any other agreement that does not restrict in any manner Liens created pursuant to the Credit Documents on any Collateral securing the Obligations and does not require the granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations, or (ivf) restrictions included in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) (prohibition or limitation that exists pursuant to applicable laws; provided that such restrictions are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds of such Debtrestrictions, taken as the case may be)a whole, exceptare, in the good faith judgment of the Loan Parties, no more materially restrictive with respect to such encumbrances and restrictions than those contained in this Agreement, each caseLoan Party shall not enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, as could reasonably be expected to have a Material Adverse Effectwhether now owned or hereafter acquired.

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit Except with respect to exist any agreement prohibiting the creation or assumption of any (a) property encumbered by a Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (i) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered permitted by Section 6.2 to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) Indebtedness or property or to be sold pursuant to an executed agreement with respect to a permitted Asset SaleSale or other sale or disposition permitted by Section 6.8, (iiib) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be) or ), (ivc) restrictions included set forth in any agreement entered into the Second Lien Loan Documents, (d) restrictions set forth in connection with any other Debt Indebtedness permitted to be incurred under Section 8.02(b) 6.1 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements permitted hereunder (provided that such the restrictions therein are limited not more restrictive, taken as a whole, than those contained herein) and (e) restrictions that exist pursuant to applicable law, rule, regulation or order (including, without limitation, any order of registration and any amendments thereto issued by the Property Nevada Gaming Authorities or assets secured by Liens securing such Debt any other Gaming Board with respect to Borrower or the Property or assets acquired with the proceeds any of such Debt, as the case may beits Subsidiaries), exceptno Credit Party nor any of its Restricted Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, in each casewhether now owned or hereafter acquired, as could reasonably be expected to have a Material Adverse Effectsecure the Obligations.

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit Except with respect to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (ia) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan DocumentsIndebtedness, including Indebtedness under Section 6.1(c), Section 6.1(i) and Section 6.1(j) and Section 6.1(u), or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (iiib) restrictions by reason of customary provisions restricting assignments, mortgages, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) or (iv) restrictions included in any agreement entered into in connection with any other Debt respect to Indebtedness of a Foreign Subsidiary which is not a Credit Party permitted under Section 8.02(b) (provided that pursuant to this Agreement so long as such restrictions prohibitions or limitations are limited only with respect to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds properties and revenues of such DebtForeign Subsidiary or any Wholly Owned Foreign Subsidiary of such Foreign Subsidiary, (d) any agreement with respect to the Indebtedness of any Person existing at the time such Person becomes a Subsidiary after the date hereof so long as such prohibitions or limitations are only with respect to the case may be)properties and revenues of such Subsidiary and (e) customary restrictions applicable to Joint Ventures pursuant to the applicable joint venture agreements so long as such prohibitions or limitations are only with respect to the properties and revenues of the applicable Joint Venture, exceptno 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, in each case, as could reasonably be expected to have a Material Adverse Effectwhether now owned or hereafter acquired.

No Further Negative Pledges. In the case No Credit Party nor any of Borrower Group Parties, its Restricted Subsidiaries shall enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Propertiesproperties or assets, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under Obligations, except with respect to (a) restrictions identified on Schedule 6.03, (b) this Agreement and the Loan other Credit Documents, except for (ic) the Loan Documents Senior Notes Indenture, (d) any agreements governing any purchase money Liens or other Contractual Obligations in effect as Capital Lease obligations otherwise permitted hereby, if the prohibition or limitation therein is only effective against the assets financed thereby, (e) agreements for the benefit of the Effective Date holders of Liens described in Section 6.02(n) and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof applicable solely to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted)property subject to such Lien, (iif) customary restrictions covenants in Contractual Obligations documents creating Liens permitted by Section 6.02(n) prohibiting further Liens on the properties encumbered thereby; (g) any other agreement that does not restrict in respect of specific Property encumbered to secure payment of particular Debt any manner (to the extent permitted to be incurred directly or indirectly) Liens created pursuant to the terms Credit Documents on any Collateral securing the Obligations and that does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the Loan Documentsgranting of Liens on or pledge of property of any Credit Party to secure the Obligations; (h) or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (iii) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by the definition of “Excluded Property” (provided that such restrictions are limited to the Property or assets secured by such Liens or the Property or assets subject to such leases, licenses or similar agreements, as the case may be) or (iv) restrictions included covenants in any agreement entered into in connection with any other Debt Indebtedness permitted under Section 8.02(b) (provided that such restrictions are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effect.pursuant to

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit Except with respect to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (ia) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan DocumentsIndebtedness, including Indebtedness under Section 6.1(c), Section 6.1(i) and Section 6.1(j) and Section 6.1(u), or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (iiib) restrictions by reason of customary provisions restricting assignments, mortgages, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) any agreement with respect to Indebtedness of a Foreign Subsidiary which is not a Credit Party permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to the properties and revenues of such Foreign Subsidiary or any Wholly Owned Foreign Subsidiary of such Foreign Subsidiary, (ivd) any agreement with respect to the Indebtedness of any Person existing at the time such Person becomes a Subsidiary after the date hereof so long as such prohibitions or limitations are only with respect to the properties and revenues of such Subsidiary and (e) restrictions included in applicable to Joint Ventures pursuant to the applicable joint venture agreements so long as such prohibitions or limitations are only with respect to the properties and revenues of the applicable Joint Venture, no Credit Party nor any of its Subsidiaries shall enter into any agreement entered into in connection with prohibiting the creation or assumption of any other Debt permitted under Section 8.02(b) (provided that such restrictions are limited to the Property Lien upon any of its properties or assets secured by Liens securing such Debt assets, whether now owned or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effecthereafter acquired.

No Further Negative Pledges. In Except with respect to capital stock of any Macau Excluded Subsidiaries or specific property encumbered to secure payment of particular Indebtedness or leases or to be sold pursuant to an executed agreement with respect to an Asset Sale, none of the case Borrowers nor any of Borrower Group Parties, their Restricted Subsidiaries shall enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Propertiesproperties or assets, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for acquired other than (i) as provided herein or in the other Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted)Documents, (ii) customary restrictions as provided in Contractual Obligations the Bank Credit Facility Documents, the LVSC Note Documents, an Other FF&E Facility and the guarantees and collateral documents relating thereto, or in respect of specific Property encumbered any agreement relating to secure payment of particular Debt (any LVSC Permitted Indebtedness or to the extent any other Indebtedness permitted to be secured by Permitted Liens other than Indebtedness permitted to be incurred pursuant to the terms of the Loan Documentssubsections 7.1 (v), (vi) or (xvii) including any refinancing thereof permitted hereunder provided that the provisions regarding the creation or assumption of Liens is not less favorable to be sold pursuant to an executed agreement with respect to a permitted Asset Salethe Borrowers, such Restricted Subsidiary or the lenders than those set forth in the documents evidencing the Indebtedness being refinanced, or (iii) restrictions as required by reason applicable law or any applicable rule or order of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by the definition of “Excluded Property” (provided that such restrictions are limited to the Property or assets secured by such Liens or the Property or assets subject to such leases, licenses or similar agreements, as the case may be) or (iv) restrictions included in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) (provided that such restrictions are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse EffectGaming Authority.

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit Except with respect to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (ia) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, Sale and (iiib) restrictions contained in the First Lien Credit Agreement and the related documents by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be) or ), (ivd) restrictions included set forth in any agreement Indebtedness incurred pursuant to Section 6.01(k), so long as they are limited to the assets that are the subject of a Capital Lease or installed, constructed, repaired or improved with the proceeds of such Indebtedness, (e) pursuant to Indebtedness incurred pursuant to Section 6.01(o) and (f) pursuant to any agreements acquired or entered into in connection with a Permitted Acquisition, no Loan Party nor any other Debt permitted under Section 8.02(b) (provided that such restrictions are limited to of its Subsidiaries shall enter into any agreement prohibiting the Property creation or assets secured by Liens securing such Debt assumption of any Lien upon any of its properties or the Property assets, whether now owned or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effecthereafter acquired.

No Further Negative Pledges. In the case No Credit Party shall, nor shall it permit any of Borrower Group Partiesits Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or permit any such Subsidiary to create, incur, assume or suffer to exist any agreement prohibiting the creation or assumption Liens on property of any Lien upon any of its Propertiessuch Person; provided, whether now owned or hereafter acquiredhowever, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for that this Section 8.3 shall not prohibit (i) the Loan Documents any negative pledge incurred or other Contractual Obligations provided in effect as favor of the Effective Date and set forth on Schedule 8.02(k) (or any replacementsholder of Indebtedness permitted under Section 8.1(e), renewals or substitutions thereof solely to the extent no more onerous any such negative pledge relates to the property financed by or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted)subject to Permitted Liens securing such Indebtedness, (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered to secure payment of particular Debt (any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the extent permitted asset or assets subject to be incurred pursuant to the terms of the Loan Documents) or to be sold pursuant to an executed agreement with respect to a permitted Asset Salesuch Permitted Lien, (iii) customary restrictions by reason and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses licenses, joint venture agreements and similar agreements as contemplated by the definition of “Excluded Property” (provided that such restrictions are limited to the Property or assets secured by such Liens or the Property or assets subject to such leases, licenses or similar agreements, as the case may be) or (iv) restrictions included in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) (provided that such restrictions are limited the ordinary course of business. Notwithstanding the foregoing or anything in this Agreement to the Property contrary, at no time shall the Credit Parties be permitted to create, incur, assume or assets secured suffer to exist Liens on any interest (fee, leasehold or otherwise) owned by Liens securing such Debt the Borrower or any of its Subsidiaries as of the Property or assets acquired with Closing Date in any real property located in the proceeds State of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effect.Florida. Section 8.4

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit Except with respect to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (ia) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset SaleSale or other disposition of assets not prohibited by this Agreement, (iiib) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be) or joint ventures, (ivc) restrictions included in any agreement entered into in connection with any other Debt on property or assets subject to a Lien permitted under Section 8.02(b) (provided that 6.2(m), provided, such restrictions are limited relate only to the Property property or assets secured by Liens securing subject to such Debt Lien, (d) restrictions, if any, under the Senior Subordinated Note Indenture or restrictions no less favorable taken as a whole to the Property or assets acquired with the proceeds of such Debt, as the case may beLenders under documents governing Indebtedness permitted under Section 6.1(c), exceptand (e) restrictions permitted pursuant to the proviso to Section 6.6, in each caseno 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, as could reasonably be expected to have a Material Adverse Effectwhether now owned or hereafter acquired.

No Further Negative Pledges. In the case of Borrower Group Parties, will not enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (i) (A) the Loan Documents Transaction Documents, (B) agreements or documents governing, evidencing and/or securing any Inventory Financing Facility and any Specified Debt Documents, and (C) other Contractual Obligations in effect as of the Effective Funding Date and set forth on Schedule 8.02(k6.02(j) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document, Specified Debt Document or Contractual Obligations being replaced, ​ ​ ​ ​ ​ AMERICAS 120651159 111 ​ ​ ​ renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, Sale and (iii) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses licenses, subleases and sublicenses and similar agreements as contemplated by the definition of “Excluded Property” (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be) or (iv) restrictions included in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) (provided that such restrictions are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effect.

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit Except with respect to exist any agreement prohibiting the creation or assumption of any (a) property encumbered by a Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (i) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered permitted by Section 6.2 to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) Indebtedness or property or to be sold pursuant to an executed agreement with respect to a permitted Asset SaleSale or other sale or disposition permitted by Section 6.8, (iiib) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be) or ), (ivc) restrictions included set forth in any agreement entered into in connection with any other Debt Indebtedness permitted to be incurred under Section 8.02(b) 6.1 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements permitted hereunder (provided that such the restrictions therein are limited not more restrictive, taken as a whole, than those contained herein as determined in good faith by Borrower and conclusively evidenced by an officer’s certificate of Borrower) and (d) restrictions that exist pursuant to applicable law, rule, regulation or order (including, without limitation, any order of registration and any amendments thereto issued by the Property Nevada Gaming Authorities or assets secured by Liens securing such Debt any other Gaming Board with respect to Borrower or the Property or assets acquired with the proceeds any of such Debt, as the case may beits Subsidiaries), exceptno Credit Party nor any of its Restricted Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, in each casewhether now owned or hereafter acquired, as could reasonably be expected to have a Material Adverse Effectsecure the Obligations.

No Further Negative Pledges. In the case Neither Company nor any of Borrower Group Parties, its Restricted Subsidiaries shall enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Propertiesproperties or assets as security for the Obligations or Indebtedness that refinances the Obligations, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for other than (i) any agreement (a) prohibiting only the Loan Documents creation of Liens securing Subordinated Indebtedness or other Contractual Obligations in effect as of the Effective Date (b) containing an “equal and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted)ratable” clause, (ii) customary restrictions any agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A(ii) or Permitted Encumbrances referred to in Contractual Obligations in respect of specific Property encumbered to secure payment of particular Debt clauses (to the extent permitted to be incurred pursuant to the terms iii), (xv), (xvi), (xviii) or (xix) of the Loan Documents) or to be sold pursuant to an executed agreement with respect to a permitted Asset Saledefinition thereof, (iii) restrictions by reason of customary provisions restricting assignmentsany agreement evidencing an asset sale, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by the definition of “Excluded Property” (provided that such restrictions are limited to the Property or assets secured by such Liens or the Property or assets subject to such leasesbeing sold, licenses or similar agreements, as the case may be) or (iv) provisions restricting Liens on assets of and interests in Joint Ventures; (v) leases and licenses containing customary non-assignment or negative pledge restrictions included in any agreement entered into in connection with any other Debt the ordinary course of business; and (vi) agreements binding on property or Persons acquired in a Permitted Acquisition (or Investment permitted under Section 8.02(b) (provided that such restrictions are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds hereunder), not entered into in contemplation of such DebtPermitted Acquisition (or Investment permitted hereunder) and not applicable to any Person other than the Person acquired, as or to any property other than the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effectproperty so acquired.

No Further Negative Pledges. In the case No Loan Party nor any of Borrower Group Parties, its Subsidiaries shall enter into any agreement, instrument, deed or permit lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Propertiestheir respective properties or revenues, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan DocumentsObligations, except for the following: (ia) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof covenants with respect to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) Indebtedness or to be sold pursuant to an executed agreement with respect to a an Asset Sale permitted Asset Sale, under Section 6.08 pending the consummation of such sale; (iiib) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be); (c) Indebtedness permitted pursuant to Section 6.01(m) and Section 6.01(p) so long as such restrictions are no more restrictive than the restrictions in the Term Loan Documents as in effect on the Closing Date; (d) Indebtedness permitted pursuant to Section 6.01(v) and Section 6.01(x) so long as such restrictions were in place at the time such Indebtedness was assumed or (iv) restrictions included in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) (provided that acquired and such restrictions are limited to the Property or assets secured by Liens securing such Debt thereby (and to no other assets of the entities or businesses being acquired); (e) restrictions identified on Schedule 6.03; and (f) this Agreement and the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effectother Loan Documents.

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for Except (ia) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to in the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted)First Lien Credit Agreement, (iib) customary restrictions in Contractual Obligations in with respect of to specific Property property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset SaleSale or other disposition of assets not prohibited by this Agreement, (iiic) with respect to restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be) or joint ventures, (ivd) with respect to restrictions included in any agreement entered into in connection with any other Debt on property or assets subject to a Lien permitted under Section 8.02(b) (provided that 6.2(m), provided, such restrictions are limited relate only to the Property property or assets secured by Liens securing subject to such Debt Lien, (e) with respect to restrictions, if any, under the Senior Subordinated Note Indenture or restrictions no less favorable taken as a whole to the Property or assets acquired with the proceeds of such Debt, as the case may beLenders under documents governing Indebtedness permitted under Section 6.1(c), exceptand (f) with respect to restrictions permitted pursuant to the proviso to Section 6.6, in each caseno 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, as could reasonably be expected to have a Material Adverse Effectwhether now owned or hereafter acquired.

No Further Negative Pledges. In the case No Credit Party nor any of Borrower Group Parties, its Subsidiaries shall enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Propertiesproperties or assets, whether now owned or hereafter acquired, except (a) restrictions pursuant to secure the Obligations of Borrower Group Parties under the Loan Credit Documents, except for (iany Subordinated Indebtedness permitted under Section 6.1(c) and any Surviving Indebtedness permitted under Section 6.1(g), PROVIDED, in the Loan Documents or other Contractual Obligations in effect as case of the Effective Date Subordinated Indebtedness and set forth on Schedule 8.02(k) (or any replacementsSurviving Indebtedness, renewals or substitutions thereof to the extent that such restrictions are no more onerous or restrictive in any material respect than the provision applicable under restrictions in the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), Senior Subordinated Note Documents; (iib) customary restrictions in Contractual Obligations pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of specific Property encumbered to secure payment of particular Debt (such sale, PROVIDED, such restrictions relate only to the extent permitted to be incurred pursuant to the terms of the Loan Documentsproperty or assets being sold; (c) or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (iii) customary restrictions by reason of customary provisions restricting assignmentson assignment, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” (provided that business of Company and its Subsidiaries, PROVIDED, in each case, such restrictions are limited relate only to the Property or assets secured by such Liens or the Property or assets property subject to such leases, licenses or similar agreements, as the case may be) or ; and (ivd) restrictions included in any agreement entered into in connection with any other Debt on property or assets subject to a Lien permitted under Section 8.02(b) (provided that 6.2(m), PROVIDED, such restrictions are limited relate only to the Property property or assets secured by Liens securing subject to such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse EffectLien.

No Further Negative Pledges. In the case No Credit Party nor any of Borrower Group Parties, its Restricted Subsidiaries shall enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Propertiesproperties or assets, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under Obligations, except with respect to (a) (a) restrictions identified on Schedule 6.03, (b) (b) this Agreement and the Loan other Credit Documents, except for (ic) (c) the Loan Senior Notes Indenture, (d) (d) any agreements governing any purchase money Liens or Capital Lease obligations otherwise permitted hereby, if the prohibition or limitation therein is only effective against the assets financed thereby, (e) (e) agreements for the benefit of the holders of Liens described in Section 6.02(n) and applicable solely to the property subject to such Lien, (f) (f) covenants in documents creating Liens permitted by Section 6.02(n) prohibiting further Liens on the properties encumbered thereby; (g) (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Credit Documents on any Collateral securing the Obligations and that does not require the direct or indirect granting of any Lien securing any Indebtedness or other Contractual Obligations in effect as obligation by virtue of the Effective Date and set forth granting of Liens on Schedule 8.02(kor pledge of property of any Credit Party to secure the Obligations; (h) (or h) covenants in any replacements, renewals or substitutions thereof Indebtedness permitted pursuant to Section 6.01 to the extent no such restrictions or conditions are not more onerous or restrictive materially restrictive, taken as a whole, than the provision applicable under restrictions and conditions in the relevant Transaction Document or Contractual Obligations being replacedCredit Documents or, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (iii) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by the definition of “Excluded Property” (provided that such restrictions are limited to the Property or assets secured by such Liens or the Property or assets subject to such leases, licenses or similar agreements, as the case may be) or (iv) restrictions included in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) (provided that such restrictions of Subordinated Indebtedness, are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effect.market terms 111

No Further Negative Pledges. In the case of Borrower Group PartiesEnter into, enter into assume or permit become subject to exist any agreement (a) prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its Propertiesproperties or assets, whether now owned or hereafter acquired, in favor of the Administrative Agent (for the benefit of the Lenders) to secure the Credit Party Obligations of Borrower Group Parties under the Loan Documents, except for (provided that any restriction (i) on the Loan amount of Indebtedness under this Credit Agreement and the other Credit Documents that can be secured shall not be deemed a restriction prohibited by this Section 6.11 so long as the permitted amount of secured Indebtedness is equal to or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive greater than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), aggregate Commitments hereunder including any Additional Loans and (ii) customary restrictions in Contractual Obligations the Note Purchase Agreement shall not be deemed a restriction prohibited by this Section 6.11 if such Liens in respect of specific Property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms favor of the Loan Documents) or to Administrative Agent shall be sold permitted thereunder on the condition that the Senior Notes be equally and ratably secured with the Credit Party Obligations secured thereby pursuant to an executed agreement reasonably satisfactory to the Required Holders (as defined in the Note Purchase Agreement)), or (b) requiring the grant of any security for any obligation if security is given for some other obligation, except in connection with respect to a permitted Asset Sale, (iiii) restrictions by reason of customary provisions restricting assignments, subletting any Permitted Lien or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by the definition of “Excluded Property” 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 leases, licenses or similar agreements, as the case may bePermitted Lien) or (ivii) restrictions included in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) (provided that such restrictions are limited to the Property or assets secured by Liens securing such Debt or Note Purchase Agreement and the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse EffectSenior Notes.

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit Except with respect to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (ia) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, Sale and (iiib) restrictions contained in the Second Lien Credit Agreement and the related documents by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be) or ), (ivd) restrictions included set forth in any agreement Indebtedness incurred pursuant to Section 6.01(k), so long as they are limited to the assets that are the subject of a Capital Lease or installed, constructed, repaired or improved with the proceeds of such Indebtedness, (e) pursuant to Indebtedness incurred pursuant to Section 6.01(o) and (f) pursuant to any agreements acquired or entered into in connection with a Permitted Acquisition, no Loan Party nor any other Debt permitted under Section 8.02(b) (provided that such restrictions are limited to of its Subsidiaries shall enter into any agreement prohibiting the Property creation or assets secured by Liens securing such Debt assumption of any Lien upon any of its properties or the Property assets, whether now owned or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effecthereafter acquired.

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit Except with respect to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (ia) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property property encumbered to secure payment of particular Debt Indebtedness not otherwise prohibited under this Agreement (so long as such restriction applies only to the extent permitted property encumbered to be incurred pursuant to the terms of the Loan Documents) or to be sold pursuant to an executed agreement with respect to a permitted Asset Salesecure such Indebtedness), (iiib) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property 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) or subject to the Intercreditor Agreement, the Replacement Revolving Credit Facility, and (ivd) restrictions included identified on Schedule 6.3; (e) restrictions pursuant to contractual obligations assumed in connection with permitted Investments, so long as such restrictions apply solely to the assets acquired in the Investment; and (f) restrictions contained in any agreement entered into in connection with governing Indebtedness of any other Debt Credit Party or its Subsidiaries permitted under Section 8.02(b) (provided that hereby, so long as such restrictions are limited 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 Property creation or assumption of any such Liens (i) in joint venture agreements or (ii) in executed asset sale agreements or stock sale agreements governing dispositions of assets secured to the extent permitted by Section 6.8 (provided that, for purposes of this clause (g), such Liens securing may apply only to the assets or property subject to such Debt joint venture or executed asset sale or stock sale agreement or to the Property assets or assets acquired with the proceeds of such Debtproperty being sold, as the case may be), exceptno Credit Party 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, in each casewhether now owned or hereafter acquired, as could reasonably be expected to have a Material Adverse Effectsecure the Obligations.

No Further Negative Pledges. In the case of Borrower Group PartiesEnter into, enter into assume or permit become subject to exist any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its Propertiesproperties or assets, whether now owned or hereafter acquired, in favor of the Administrative Agent (for the benefit of the Lenders) to secure the Credit Party Obligations (provided that any restriction (a) on the amount of Borrower Group Parties Indebtedness under this Credit Agreement and the other Credit Documents that can be secured shall not be deemed a restriction prohibited by this Section 6.11 so long as the permitted amount of secured Indebtedness is equal to or greater than the Term Loan Documents, except for hereunder and (ib) in the Loan Documents Note Purchase Agreement or other Contractual Obligations the Existing Facilities shall not be deemed a restriction prohibited by this Section 6.11 if such Liens in effect as favor of the Effective Date and set forth Administrative Agent shall be permitted thereunder on Schedule 8.02(k) the condition that the Senior Notes or the Credit Party Obligations (or any replacements, renewals or substitutions thereof to as defined in the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substitutedExisting Facilities), (ii) customary restrictions in Contractual as applicable, be equally and ratably secured with the Credit Party Obligations in respect of specific Property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) or to be sold secured thereby pursuant to an executed agreement with respect to a permitted Asset Sale, (iii) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by the definition of “Excluded Property” (provided that such restrictions are limited reasonably satisfactory to the Property or assets secured by such Liens Required Holders (as defined in the Note Purchase Agreement) or the Property or assets subject to such leases, licenses or similar agreementsRequired Lenders (as defined in the Existing Facilities), as the case may be) or (iv) restrictions included in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) (provided that such restrictions are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effectapplicable.

No Further Negative Pledges. In the case of The Borrower Group Partieswill not permit any Consolidated Party to enter into, enter into assume or permit become subject to exist any agreement prohibiting or otherwise restricting the creation or assumption existence of any Lien upon any of its PropertiesProperty in favor of the Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, to secure or requiring the Obligations grant of Borrower Group Parties under any security for any obligation if such Property is given as security for the Loan DocumentsObligations, except for (ia) the Loan Documents in connection with any document or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered to secure payment of particular Debt (to the extent permitted to be instrument governing Indebtedness incurred pursuant to Section 7.1(c), provided that any such restriction contained therein relates only to the terms of the Loan Documentsasset or assets constructed or acquired (or proceeds thereof) or to be sold pursuant to an executed agreement with respect to a permitted Asset Salein connection therewith, (iiib) restrictions by reason of customary provisions restricting assignmentsin connection with any Permitted Lien or any document or instrument governing any Permitted Lien, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by the definition of “Excluded Property” (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 (or proceeds thereof), licenses or similar agreements, as the case may be(c) or (iv) pursuant to customary restrictions included and conditions contained in any agreement entered into relating to the sale of any Property permitted under Section 7.5, pending the consummation of such sale, (d) in connection with any document or instrument governing other Debt permitted under Section 8.02(b) (Indebtedness the issuance of which would not cause a Default or Event of Default hereunder, provided that the aggregate amount of each Transaction (for the purposes hereof, "Transaction" means each class of Indebtedness having separate voting rights) for the incurrence of such restrictions are limited Indebtedness is in excess of $20,000,000, (e) customary non-assignment provisions in contracts and (f) pursuant to the Property or assets secured by Liens securing such Debt or terms and conditions contained in the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse EffectSenior Subordinate Note Indenture.

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit Except with respect to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (ia) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) Indebtedness or to be sold pursuant to an executed agreement with respect to a an Asset Sale permitted Asset Saleunder Section 6.9(b), (iiib) restrictions under the RPI Agreement, any Royalty Monetization Transaction, or any other Permitted Royalty Transaction; provided that such restrictions are not more restrictive than the provisions of this Agreement, and (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be) or (iv) restrictions included in no Loan Party nor any of the Company’s Subsidiaries shall enter into any agreement entered into in connection with prohibiting the creation or assumption of any other Debt permitted under Section 8.02(bLien upon any of its properties or assets, whether now owned or hereafter acquired. US-DOCS\125962273.9 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 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) (provided that such restrictions are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effect.and 240.24b-2

No Further Negative Pledges. In Except with respect to (a) this Agreement and the case of Borrower Group Parties, enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the other Loan Documents, except for (ib) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property property encumbered to secure payment of particular Debt (to the extent Indebtedness that is permitted to be incurred pursuant to the terms of the Loan Documents) and secured under this Agreement or to be sold pursuant to an executed agreement with respect to a sale of assets permitted Asset Salehereunder, (iiic) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be) or ), (ivd) restrictions included by reason of customary provisions restricting assignments, subservicing, subcontracting or other transfers contained in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) Servicing Agreements (provided that such restrictions are limited to the Property individual Servicing Agreement and related agreements or the property and/or assets subject to such agreements, as the case may be) and (e) restrictions by reason of customary provisions restricting liens, assignments, subservicing, subcontracting or other transfers contained in agreements with the Federal Housing Administration, Veterans Administration, Xxxxxx Xxx, Xxxxxx Xxx, Xxxxxxx Mac or other similar governmental agencies relating to the origination, sale, securitization and servicing of mortgage loans (provided that such restrictions are limited to the individual agreement and related agreements and/or the property or assets secured by Liens securing subject to such Debt or the Property or assets acquired with the proceeds of such Debtagreements, as the case may be), exceptno 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, in each casewhether now owned or hereafter acquired, as could reasonably be expected to have a Material Adverse Effectsecure the Obligations.

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit Except with respect to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (ia) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, ; (iiib) restrictions imposed by the Senior Subordinated Note Documents (and Permitted Refinancings of the Senior Subordinated Notes; provided such restrictions contained in such Permitted Refinancings are no more burdensome than those contained in the Senior Subordinated Note Documents) and the Credit Documents; (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that that, such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be) or ); and (ivd) restrictions included contained in documents governing Indebtedness of Foreign Subsidiaries permitted hereunder, solely with respect to the properties and assets of the Foreign Subsidiaries obligated on such Indebtedness (and Foreign Subsidiaries thereof), neither Company nor any of its Subsidiaries shall enter into any agreement entered into in connection with prohibiting the creation or assumption of any other Debt permitted under Section 8.02(b) (provided that such restrictions are limited to the Property Lien upon any of its properties or assets secured by Liens securing such Debt assets, whether now owned or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effecthereafter acquired.

No Further Negative Pledges. In the case No Credit Party shall, nor shall it permit any of Borrower Group Partiesits Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or permit any such Subsidiary to create, incur, assume or suffer to exist any agreement prohibiting the creation or assumption Liens on property of any Lien upon any of its Propertiessuch Person; provided, whether now owned or hereafter acquiredhowever, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for that this Section 8.3 shall not prohibit (i) the Loan Documents any negative pledge incurred or other Contractual Obligations provided in effect as favor of the Effective Date and set forth on Schedule 8.02(k) (or any replacementsholder of Indebtedness permitted under Section 8.1(e), renewals or substitutions thereof solely to the extent no more onerous any such negative pledge relates to the property financed by or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted)subject to Permitted Liens securing such Indebtedness, (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered to secure payment of particular Debt (any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the extent permitted asset or assets subject to be incurred pursuant to the terms of the Loan Documents) or to be sold pursuant to an executed agreement with respect to a permitted Asset Salesuch Permitted Lien, (iii) customary restrictions by reason and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses licenses, joint venture agreements and similar agreements as contemplated by the definition of “Excluded Property” (provided that such restrictions are limited to the Property or assets secured by such Liens or the Property or assets subject to such leases, licenses or similar agreements, as the case may be) or (iv) restrictions included in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) (provided that such restrictions are limited the ordinary course of business. Notwithstanding the foregoing or anything in this Agreement to the Property contrary, at no time shall the Credit Parties be permitted to create, incur, assume or assets secured suffer to exist Liens on any interest (fee, leasehold or otherwise) owned by Liens securing such Debt the Borrower or any of its Subsidiaries as of the Property or assets acquired with ClosingFourth Amendment Effective Date in any real property located in the proceeds State of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effect.FloridaReal Estate Asset. Section 8.4

No Further Negative Pledges. In the case of Borrower Group Parties, enter Enter into or permit become subject to exist any agreement (i) prohibiting the guaranteeing by the Company or any Subsidiary of any obligations, (ii) prohibiting the creation or assumption of any Lien lien or encumbrance upon the properties or assets of the Company or any of its PropertiesSubsidiary, whether now owned or hereafter acquired, or (iii) requiring an obligation to secure become secured (or further secured) if another obligation is secured or further secured, other than (A) the Obligations Existing Senior Notes or Future Debt Documents and loan documents evidencing or otherwise related to the Existing Senior Notes, Future Debt, Permitted Senior Notes Refinancing Debt or unsecured overdraft lines of Borrower Group Parties credit or similar credit arrangements maintained by the Subsidiaries in the ordinary course of business (but limited to the applicable Subsidiary or the property and assets of the applicable Subsidiary), or any purchase money Debt or asset sale agreement permitted under this Agreement or the other Loan Documents, except for (i) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof but only to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) or to be sold pursuant to an executed agreement property acquired with respect to a permitted Asset Sale, (iii) restrictions by reason the proceeds of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by the definition of “Excluded Property” (provided that such restrictions are limited to the Property or assets secured by such Liens purchase money Debt or the Property or assets property which is the subject to of such leases, licenses or similar agreementsasset sale agreement, as the case may be, and (B) other than pursuant to any of the Securitization Documents, but as to any prohibition on the creation or (iv) restrictions included in assumption of any agreement entered into lien or encumbrance, only to the extent of the financial assets and the other rights and property transferred or encumbered or otherwise disposed of in connection with any other Debt permitted under Section 8.02(b) (provided that the Permitted Securitization covered by such restrictions are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse EffectSecuritization Documents.”

No Further Negative Pledges. In Except in connection with Indebtedness permitted under clauses (b), (e), (f), (g), (h) and (j) of Section 8.01, no member of the case of Borrower Consolidated Group Partieswill enter into, enter into assume or permit become subject to exist any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its Propertiesproperties or assets, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for ; provided that (i) in the Loan Documents case of Indebtedness under clauses (e) and (f) of Section 8.01, such prohibition or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof limitations shall relate to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted)specific property (and related property) to which such Indebtedness relates, (ii) customary restrictions in Contractual Obligations in respect the case of specific Property encumbered to secure payment Indebtedness under clause (b) of particular Debt (to Section 8.01, such prohibitions or limitations shall not be more restrictive on the extent permitted to be incurred pursuant to the terms members of the Loan Documents) or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, Consolidated Group than those in effect on the Closing Date and (iii) if the scope of such prohibitions or restrictions by reason of customary provisions restricting assignmentsin the documents relating to any assumed Subordinated Debt is materially more restrictive on FMCAG and its Subsidiaries than the corresponding prohibitions and restrictions under the Trust Preferred Subdebt outstanding on the Closing Date, subletting such Subordinated Debt shall be prepaid, redeemed, defeased or other transfers contained in agreementsotherwise acquired for value, leases, licenses and similar agreements as contemplated by the definition of “Excluded Property” (provided that such restrictions are limited or refinanced or otherwise amended on terms reasonably acceptable to the Property or assets secured by such Liens or Administrative Agent and the Property or assets subject to such leasesRequired Lenders, licenses or similar agreements, as within six months of the case may be) or (iv) restrictions included in any agreement entered into in connection with any other Debt permitted under Section 8.02(b) (provided that such restrictions are limited to the Property or assets secured by Liens securing such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effectrelated Acquisition.

No Further Negative Pledges. In the case No Credit Party nor any of Borrower Group Parties, its Subsidiaries shall enter into or permit to exist any agreement prohibiting the creation or assumption of any Lien upon any of its Propertiesproperties or assets, whether now owned or hereafter acquired, except (a) restrictions pursuant to secure the Obligations of Borrower Group Parties under the Loan Credit Documents, except for (iany Subordinated Indebtedness permitted under Section 6.1(c) and any Surviving Indebtedness permitted under Section 6.1(g), provided, in the Loan Documents or other Contractual Obligations in effect as case of the Effective Date Subordinated Indebtedness and set forth on Schedule 8.02(k) (or any replacementsSurviving Indebtedness, renewals or substitutions thereof to the extent that such restrictions are no more onerous or restrictive in any material respect than the provision applicable under restrictions in the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), Senior Subordinated Note Documents; (iib) customary restrictions in Contractual Obligations pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of specific Property encumbered to secure payment of particular Debt (such sale, provided, such restrictions relate only to the extent permitted to be incurred pursuant to the terms of the Loan Documentsproperty or assets being sold; (c) or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (iii) customary restrictions by reason of customary provisions restricting assignmentson assignment, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” (provided that business of Company and its Subsidiaries, provided, in each case, such restrictions are limited relate only to the Property or assets secured by such Liens or the Property or assets property subject to such leases, licenses or similar agreements, as the case may be) or ; and (ivd) restrictions included in any agreement entered into in connection with any other Debt on property or assets subject to a Lien permitted under Section 8.02(b) (provided that 6.2(m), provided, such restrictions are limited relate only to the Property property or assets secured by Liens securing subject to such Debt or the Property or assets acquired with the proceeds of such Debt, as the case may be), except, in each case, as could reasonably be expected to have a Material Adverse Effect.Lien. 100

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

No Further Negative Pledges. In the case of Borrower Group Parties, enter into or permit Except with respect to exist any agreement prohibiting the creation or assumption of any (a) property encumbered by a Lien upon any of its Properties, whether now owned or hereafter acquired, to secure the Obligations of Borrower Group Parties under the Loan Documents, except for (i) the Loan Documents or other Contractual Obligations in effect as of the Effective Date and set forth on Schedule 8.02(k) (or any replacements, renewals or substitutions thereof to the extent no more onerous or restrictive than the provision applicable under the relevant Transaction Document or Contractual Obligations being replaced, renewed or substituted), (ii) customary restrictions in Contractual Obligations in respect of specific Property encumbered permitted by Section 6.2 to secure payment of particular Debt (to the extent permitted to be incurred pursuant to the terms of the Loan Documents) Indebtedness or property or to be sold pursuant to an executed agreement with respect to a permitted Asset SaleSale or other sale or disposition permitted by Section 6.8, (iiib) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in agreements, leases, licenses and similar agreements as contemplated by entered into in the definition ordinary course of “Excluded Property” business (provided that such restrictions are limited to the Property property or assets secured by such Liens or the Property property or assets subject to such leases, licenses or similar agreements, as the case may be) or ), (ivc) restrictions included set forth in any agreement entered into the First Lien Loan Documents, (d) restrictions set forth in connection with any other Debt Indebtedness permitted to be incurred under Section 8.02(b) 6.1 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements permitted hereunder (provided that such the restrictions therein are limited not more restrictive, taken as a whole, than those contained herein) and (e) restrictions that exist pursuant to applicable law, rule, regulation or order (including, without limitation, any order of registration and any amendments thereto issued by the Property Nevada Gaming Authorities or assets secured by Liens securing such Debt any other Gaming Board with respect to Borrower or the Property or assets acquired with the proceeds any of such Debt, as the case may beits Subsidiaries), exceptno Credit Party nor any of its Restricted Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, in each casewhether now owned or hereafter acquired, as could reasonably be expected to have a Material Adverse Effectsecure the Obligations.