Common use of No Negative Pledges Clause in Contracts

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition or limitation on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiaries. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Parent Borrower or any of its Subsidiaries other than those that exist by reason of any restriction existing under the Loan Documents, the Term Loan Documents or the Second Lien Loan Documents as in effect on the date hereof; provided, however, that agreements governing Indebtedness incurred by Foreign Subsidiaries permitted hereby may contain customary restrictions on the assets of such Foreign Subsidiaries. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Administrative Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except (i) encumbrances in connection with any document or restrictions existing under or by reason of instrument governing (A) this Agreement and Liens permitted pursuant to Section 7.01(h), 7.01(i) or 7.01(w) provided that any such restriction contained therein relates only to the other Loan Documents; asset or assets subject to such permitted Liens or (B) Indebtedness permitted by pursuant to Section 5.5(d7.05(d) or 7.05(g); , (Cii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; , (Diii) customary provisions restricting assignment restrictions and conditions applicable to customer deposits imposed by customers of any agreement the Loan Parties under contracts entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.,

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any other Credit Party, other than as set forth in this Agreement or the other Loan Documents and except for customary restrictions and conditions contained in any agreement relating to the sale of its Subsidiariesany Property permitted under Section 5.2 pending the consummation of such sale. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the an Agent, whether now owned or hereafter acquired. Notwithstanding acquired except (a) in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(h), 5.1(i) and 5.1(w) provided that any such restriction contained therein relates only to the foregoing two sentencesasset or assets subject to such permitted Liens, (b) with respect to operating leases and other third-party contracts, customary limitations on the following encumbrances or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason ability of (A) this Agreement and a party thereto to assign its interests in the underlying contract without the consent of the other Loan Documents; party thereto (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary provided nothing therein limits the ability of a Borrower party thereto to assign its interests in the Ordinary Course of Business; and to all proceeds derived from or in connection with such contract) and (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (Fc) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party (other than the Borrower) or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any other Credit Party except (i) pursuant to the Loan Documents, (ii) required by any applicable Requirements of its Subsidiaries. Law, (iii) any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower or (iv) with respect to any Property subject to a Permitted Lien. (b) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Administrative Agent, whether now owned or hereafter acquired. Notwithstanding , except (1) in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(i) and 5.1(j), provided that any such restriction contained therein relates only to the foregoing two sentencesasset or assets subject to such Permitted Liens, (2) customary restrictions in leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the following encumbrances property interest, rights or restrictions shall be permitted: the assets subject thereto, (i3) encumbrances or restrictions existing under or by reason pursuant to the requirements of any applicable Requirements of Law, (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C4) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary interest of a Borrower in the Ordinary Course of Business; Subsidiary, (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely sale with respect to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and covered thereby, (H6) any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Borrower, (7) restrictions or prohibitions existing on the Closing Date as set forth and (to the extent not otherwise permitted by this Section 5.10) listed on Schedule 5.16; 5.10, (8) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (9) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business and (ii10) any encumbrances or restrictions imposed by any amendments or refinancings agreement governing Indebtedness entered into after the Closing Date and permitted under Section 5.5 that are otherwise permitted by are, taken as a whole, in the Loan Documents good faith judgment of the agreements referred to in clause (i) above; provided that such amendments or refinancings are Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such encumbrances and type, so long as such restrictions do not impair in the ability of the Credit Parties to perform their obligations under the Loan Documents, or require the grant of any security for any obligation if such property is given as security for the Obligations, other than those prior to such amendment or refinancingon a subordinated basis. (bc) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents Equity Interests (i) if such issuance would result in an Event of Default under subsection 7.1(m7.1(j) and (ii) in the case of any Subsidiary Guarantor, unless such Stock and Stock Equivalents Equity Interests are pledged to the Administrative Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as as, and to the Stock and Stock Equivalents extent that, the Equity Interests of the Borrowers Credit Parties are pledged to the Administrative Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower the Issuer or any of its Subsidiariesother Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the AgentAgent securing Obligations, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except (i) encumbrances in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions existing under set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or by reason of limitation that (A) this Agreement and the other Loan Documents; exists pursuant to applicable Requirements of Law, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment consists of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venturesale or disposition, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive but only with respect to such encumbrances and restrictions than those prior the property subject to such amendment sale or refinancingdisposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easements. (b) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(mSection 7.1(k). No Credit Party (other than Holdings) and (ii) shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Credit Parties owned by Holdings are pledged to the Agent as of the Closing Restatement Effective Date.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Parent Borrower or any of its Subsidiaries other than those that exist by reason of any restriction existing under the Loan Documents, or the Term Loan Documents or the Second Lien Loan Documents as in effect on the date hereof; provided, however, that (i) Second Lien Documents may contain restrictions on terms and conditions reasonably acceptable to the Collateral Agent and (ii) agreements governing Indebtedness incurred by Foreign Subsidiaries permitted hereby may contain customary restrictions on the assets of such Foreign Subsidiaries. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Administrative Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except (i) encumbrances in connection with any document or restrictions existing under or by reason of instrument governing (A) this Agreement and Liens permitted pursuant to Section 7.01(h), 7.01(i) or 7.01(w) provided that any such restriction contained therein relates only to the other Loan Documents; asset or assets subject to such permitted Liens or (B) Indebtedness permitted by pursuant to Section 5.5(d7.05(d) or 7.05(g); , (Cii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; , (Diii) customary provisions restricting assignment restrictions and conditions applicable to customer deposits imposed by customers of any agreement the Loan Parties under contracts entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; , (Eiv) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement agreements relating to the sale of any property assets permitted under Section 5.2 pending hereunder; provided such restrictions are limited to the consummation assets being sold and (v) customary provisions in joint venture agreements relating to purchase options, rights of such sale; (G) in the case first refusal or call or similar rights of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the third party that owns Stock or Stock Equivalents in such joint venture (excluding for greater certainty, provisions that relate to the pledge of any such Stock or property held Stock Equivalents in the subject Joint Venture and (H) any agreement such joint venture which shall be permitted to be made in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents favor of the agreements referred to in clause (i) aboveAdministrative Agent); provided that such amendments restrictions and conditions were not entered into in contemplation or refinancings are no more restrictive in connection with respect to such encumbrances and restrictions than those prior to such amendment or refinancingPerson becoming a Subsidiary. (b) No Borrower (other than ITG) Loan Party shall issue any Stock or Stock Equivalents (i) if such issuance Issuance would result in an Event of Default under subsection 7.1(mSection 8.01(k) and (ii) unless such Stock and Stock Equivalents are pledged to the Collateral Agent, for the benefit of the Secured Parties, as security for the Finance Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Loan Parties owned by Holdings were pledged to the Collateral Agent as of the EffectiveOriginal Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary of a Credit Party to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiaries. No other Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding , except, in the foregoing two sentences, the following encumbrances or restrictions shall be permitted: case of clauses (i) encumbrances or restrictions existing under or by reason of and (Aii), the following: (1) this Agreement and the other Loan Documents, (2) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(a), 5.1(h), 5.1(i), 5.1(r), 5.1(s), 5.1(x), 5.1(y), 5.1(z), 5.1(aa), or 5.1(ee), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (3) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Obligations or (4) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted under Section 5.2 pending the consummation of such disposition, (c) restricts subletting or assignment of any lease governing a leasehold interest of a Credit Party or (d) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding the foregoing, this Section 5.12 shall not prohibit restrictions, encumbrances, and prohibitions existing under or by reason of (Bi) Requirements of Law, (ii) this Agreement and the other Loan Documents, (iii) [reserved], (iv) [reserved], (v) [reserved], (vi) the documentation for any Indebtedness permitted by under Section 5.5(d); , 5.5(q) or 5.5(v), (Cvii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; interest of a Credit Party, (Dviii) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course ordinary course of Business; business, (Eix) any holder of a Permitted Lien restricting the transfer or assignment of the property subject thereto; , (Fx) customary restrictions and conditions contained in any agreement relating to the sale of any property a disposition permitted under by Section 5.2 pending the consummation of such sale; disposition, (Gxi) any obligations binding on a Credit Party or a Subsidiary of a Credit Party (other than Holdings and the Borrower) at the time such Person becomes a Credit Party or Subsidiary of a Credit Party, so long as such obligations were not entered into in contemplation of such Person becoming a Credit Party or Subsidiary of a Credit Party, (xii) customary provisions in partnership agreements, limited liability company agreements and other Organization Documents, joint venture agreements, asset sale and stock sale agreements and other similar agreements, leases, subleases, licenses and sublicenses entered into in the case ordinary course of a Joint Venture, restrictions business that restrict the transfer of ownership interests in such person’s Organization Documents partnership, limited liability company or pursuant similar Person, (xiii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (xiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition or other Investment permitted hereunder, which encumbrance or restriction is not applicable to any joint venture agreement Person, or stockholders agreements solely to the extent properties of any Person, other than the Person or the properties of the Stock Person so acquired or Stock Equivalents the properties so acquired, (xv) documentation existing as of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth and listed on Schedule 5.16; 5.12 or (iixvi) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements contracts, instruments or obligations referred to in clause clauses (iiii), (iv), (v), (ix) or (xiv) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s Stock Equity Interests or Stock Equity Interests Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any Subsidiary, except pursuant to the terms of its Subsidiariesthe Loan Documents and the Revolving Loan Documents. No Credit Loan Party shall, and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation contractual obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets Collateral in favor of the AgentAdministrative Agent to secure the Obligations, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except (i) encumbrances in connection with any document or restrictions existing under or by reason instrument governing Liens permitted herein, provided that any such restriction contained therein relates only to the Property subject to such Permitted Liens, (ii) with consent of the Administrative Agent and (Aiii) pursuant to the Revolving Loan Documents and the Intercreditor Agreement. Nothing in this Section 6.14 shall prohibit (1) this Agreement and or any of the other Loan Documents; , (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F2) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 hereunder pending the consummation of such sale; , (G3) restrictions imposed by applicable law, (4) any agreement in effect at the time a Person first became a Subsidiary of any Loan Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary and such restrictions are limited to such Subsidiary and its Subsidiaries, (5) in the case of any Subsidiary that is not a Joint Venturewholly-owned Subsidiary of Holdings, restrictions in such person’s Organization Documents and conditions imposed by its organizational documents or pursuant to any related joint venture agreement venture, shareholder or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; similar agreements, or (ii6) contained in any encumbrances or restrictions imposed by any amendments or refinancings financing documentation governing Indebtedness permitted to be incurred hereunder that are otherwise permitted incurred by a Subsidiary that is not required to be a Guarantor, so long as such restrictions operate only upon the Loan Documents occurrence and during the continuance of an event of default under the agreements referred to in clause (i) above; provided that documentation governing such amendments or refinancings are no more restrictive with respect to Indebtedness and only impose restrictions on such encumbrances Subsidiary and restrictions than those prior to such amendment or refinancingits Subsidiaries. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiariesother Credit Party, other than pursuant to the Loan Documents, the Second Lien Loan Documents and any documentation governing Permitted Junior Debt. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Administrative Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except in connection with (i) encumbrances any document or restrictions existing under instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i) provided that any such restriction contained therein relates only to the asset or by reason of assets subject to such permitted Liens, (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (Cii) customary provisions (not entered into in connection with, or in anticipation or contemplation of, the transactions contemplated hereunder and the Related Transactions) restricting subletting or assignment of any lease governing a leasehold interest; , (Diii) with respect to third party contracts, customary provisions restricting assignment of any agreement limitations (not entered into by a Subsidiary in connection with, or in anticipation or contemplation of, the transactions contemplated hereunder and the Related Transactions) on the ability of a Borrower party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting Business which by their terms prohibit the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation assignment of such sale; agreements (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent such prohibition is enforceable by law) or the granting of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect Liens on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) aboverights contained therein; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances licenses and restrictions than those prior to such amendment or refinancing. (b) No Borrower contracts (other than ITGshrink-wrap software licenses) shall issue are not, in the aggregate, material to the business of such Credit Party and are not related to any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) material Property, and (iivi) unless such Stock customary provisions in joint venture agreements and Stock Equivalents are pledged to similar agreements that restrict the Agent, for the benefit transfer of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Dateequity interests or assets in joint ventures.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party (other than Partnership) or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiariesother Credit Party. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent to secure the AgentObligations, whether now owned or hereafter acquired. Notwithstanding the The foregoing two sentences, the following encumbrances or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason of not apply to (A) this Agreement restrictions and the other conditions imposed by law or by any Loan Documents; Document, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) restrictions and conditions imposed on any property permitted under Section 5.2 pending Foreign Subsidiary by the consummation terms of any Indebtedness of such saleForeign Subsidiary permitted to be incurred hereunder, (D) restrictions and conditions imposed on the ability of any Loan Party to create, incur or permit to exist any Lien on any carbon credits or similar allowances of such Loan Party by any agreement with a third party that is not an Affiliate of Parent Holdings, Borrower or the Subsidiaries, (E) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of any interest in joint ventures; (F) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (G) customary provisions in leases and other contracts restricting the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingassignment thereof. (ba) No Borrower (other than ITG) shall not issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m7.1(k) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Borrower owned by Partnership are pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shallFrom and after the Closing Date, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition or limitation on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiaries. No Credit Party Guarantor shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: except for (i) encumbrances restrictions arising in connection with cash or restrictions existing other deposits permitted under Sections 5.1 or by reason of 5.4 and limited to such cash or deposit, (Aii) this Agreement and the other Loan Documents; , (Biii) Indebtedness the Secured Notes, the indenture governing the Secured Notes, the security documents with respect to the Secured Notes and all other documents executed and delivered with respect to the Secured Notes, (iv) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted by Section 5.5(dhereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof); , (Cv) Contractual Obligations incurred in the Ordinary Course of Business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation or limit the assignment of such Contractual Obligation or rights under such Contractual Obligation, (vi) prohibitions and limitations in effect on the date hereof and listed on Schedule 5.9, (vii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest; interest and customary net worth provisions in leases, (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (Fviii) customary restrictions and conditions contained in any agreement relating to the an asset sale of any property permitted under by Section 5.2 pending the consummation of such sale; 5.2, (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (Hix) any agreement in effect on at the Closing Date time any Restricted Subsidiary becomes a Credit Party, so long as set forth on Schedule 5.16; or such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Parent Borrower and any renewal thereof, (iix) any encumbrances Indebtedness of a Restricted Subsidiary of the Parent Borrower that is not a Guarantor to the extent such Indebtedness is permitted by Section 5.5, (xi) customary provisions in joint venture agreements, partnership agreements, limited liability company organizational governance document, and other similar agreements applicable to partnerships, limited liability companies, joint ventures and similar Persons permitted by Section 5.4 and applicable solely to such Persons or the transfer of ownership therein, (xii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 5.5, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (xiii) comprise restrictions imposed by any amendments or refinancings that are otherwise agreement relating to secured Indebtedness permitted by pursuant to Section 5.5 to the Loan Documents of the agreements referred to in clause (i) above; provided extent that such amendments restrictions apply only to the specific property or refinancings are no more restrictive with respect assets securing such Indebtedness, (xiv) any prohibition or limitation that exists pursuant to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event applicable Requirement of Default under subsection 7.1(m) Law and (iixv) unless such Stock and Stock Equivalents are pledged any prohibition or limitation that exists pursuant to any Permitted Receivables Financings or Supply Chain Financings, but solely to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged extent any negative pledge relates to the Agent as property financed by or the subject of the Closing Datesuch Permitted Receivables Financings or Supply Chain Financings.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Subsidiary of a Credit Party to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any other Credit Party, except for (a) any restriction in the Loan Documents, the SCP Loan Documents and the 6.75% Notes Indenture, (b) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and applicable solely to such joint venture entered into in the Ordinary Course of its SubsidiariesBusiness, (c) restrictions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and (e) restrictions binding upon any Foreign Subsidiary in connection with the incurrence of any Indebtedness permitted hereunder. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding acquired except (a) in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(h), 5.1(i) and 5.1(r) provided that any such restriction contained therein relates only to the foregoing two sentencesasset or assets subject to such permitted Liens, the following encumbrances or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (Fb) customary restrictions and conditions contained in any agreement relating leases, subleases, licenses or asset sale agreements otherwise not prohibited hereby so long as such restrictions relate to the sale assets subject thereto, (c) prohibitions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and (v) restrictions binding upon any Foreign Subsidiary in connection with the incurrence of any property Indebtedness permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancinghereunder. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition encumbrance or limitation restriction on the ability of any such Credit Party or Subsidiary to (a) pay dividends or make any other distribution distributions on any of such Subsidiary’s its Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower participation in its profits owned by Holdings or any of its Subsidiaries. No Credit Party shall, and no Credit Party shall permit or pay any Indebtedness owed to Holdings or any of its Subsidiaries, (b) make loans or advances to Holdings or any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting the existence of any Lien upon (c) transfer any of its properties or assets in favor to Holdings or any of the Agentits Subsidiaries, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: (i) except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (ii) this Agreement and the other Loan Documents; , (Biii) the Existing Indebtedness permitted by Section 5.5(d); Documents, (Civ) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest; interest of Holdings or any of its Subsidiaries, (Dv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by a Subsidiary Holdings or any of a Borrower its Subsidiaries in the Ordinary Course of Business; , (Evi) any holder of a Permitted Lien restricting restrictions on the transfer of any asset pending the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to close of the sale of any property permitted under Section 5.2 pending such asset, (vii) restrictions with respect to a Subsidiary of the consummation Borrower and imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the outstanding Stock or all or substantially all of the assets of such sale; Subsidiary in compliance with the other provisions of this Agreement, (Gviii) [Intentionally Omitted], (ix) customary provisions in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements and other similar agreements in each case relating solely to the extent of applicable joint venture or similar entity or the Stock or Stock Equivalents of or property held therein entered into in the subject Joint Venture and Ordinary Course of Business, (Hx) any agreement restrictions contained in effect on the Closing Date as set forth on Schedule 5.16; terms of purchase money obligations or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents Capitalized Lease Obligations not incurred in violation of the agreements referred to in clause (i) above; this Agreement, provided that such amendments restrictions relate only to the Property financed with such Indebtedness (and the proceeds thereof), and (xi) any other customary provisions arising or refinancings are no more restrictive with respect agreed to such encumbrances and restrictions than those prior in the Ordinary Course of Business not relating to such amendment Indebtedness or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents that do not individually or in the aggregate (ix) if such issuance would result detract in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to any material respect from the Agent, for the benefit value of the Secured Parties, as security for assets of Holdings or any of its Subsidiaries or (y) otherwise impair the Obligations, on substantially ability of Holdings or any of its Subsidiaries to perform their obligations under the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing DateLoan Documents.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party (other than the Borrower) or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any other Credit Party except (i) pursuant to the Loan Documents, (ii) required by any applicable Requirements of its Subsidiaries. Law, (iii) [reserved] or (iv) with respect to any Property subject to a Permitted Lien. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Administrative Agent, whether now owned or hereafter acquired. Notwithstanding , except (1) in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(i) and 5.1(j), provided that any such restriction contained therein relates only to the foregoing two sentencesasset or assets subject to such Permitted Liens, (2) customary restrictions in leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the following encumbrances property interest, rights or restrictions shall be permitted: the assets subject thereto, (i3) encumbrances or restrictions existing under or by reason pursuant to the requirements of any applicable Requirements of Law, (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C4) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary interest of a Borrower in the Ordinary Course of Business; Subsidiary, (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely sale with respect to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and covered thereby, (H6) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Borrower, (7) restrictions or prohibitions existing on the Closing Date as set forth and (to the extent not otherwise permitted by this Section 5.10) listed on Schedule 5.16; 5.10, (8) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (9) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business and, (ii10) any encumbrances or restrictions imposed by any amendments or refinancings agreement governing Indebtedness entered into after the Closing Date and permitted under Section 5.5 that are otherwise permitted by are, taken as a whole, in the Loan Documents good faith judgment of the agreements referred to in clause (i) above; provided that such amendments or refinancings are Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such encumbrances type, so long as such restrictions do not impair in the ability of the Credit Parties to perform their obligations under the Loan Documents, or require the grant of any security for any obligation if such property is given as security for the Obligations, other than on a subordinated basis and restrictions than those prior to such amendment or refinancing(11) Standard Securitization Undertakings for the benefit of a SPV Subsidiary and/or an ABS Note Subsidiary. (bc) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents Equity Interests (i) if such issuance would result in an Event of Default under subsection 7.1(m7.1(j) and (ii) in the case of any Subsidiary Guarantor, unless such Stock and Stock Equivalents Equity Interests are pledged to the Administrative Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as as, and to the Stock and Stock Equivalents extent that, the Equity Interests of the Borrowers Credit Parties are pledged to the Administrative Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower the Borrowers or any of its Subsidiaries. No other Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding , except, in the foregoing two sentences, the following encumbrances or restrictions shall be permitted: case of clauses (i) encumbrances or restrictions existing under or by reason of and (Aii), the following: (1) this Agreement and the other Loan Documents, the Initial Term Loan Documents, and any Permitted Term Indebtedness Documents, (2) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(a), 5.1(h), 5.1(i), 5.1(r), 5.1(s), 5.1(x), 5.1(y), 5.1(z), 5.1(aa), 5.1(dd), 5.1(ee) or 5.1(kk); provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (B3) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Obligations or (4) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted under Section 5.2 pending the consummation of such disposition, (c) restricts subletting or assignment of any lease governing a leasehold interest of a Credit Party or (d) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding the foregoing, this Section 5.16 shall not prohibit restrictions, encumbrances, and prohibitions existing under or by reason of (i) Requirements of Law, (ii) this Agreement and the other Loan Documents, (iii) the documentation for any Permitted Refinancing, (iv) the Initial Term Loan Documents or any other Permitted Term Indebtedness Documents, (v) documentation for any Indebtedness of Non-Credit Parties permitted hereunder, (vi) the documentation for any Indebtedness permitted by under Section 5.5(d); , 5.5(j), 5.5(q) or 5.5(v), (Cvii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; interest of a Credit Party, (Dviii) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course ordinary course of Business; business, (Eix) any holder of a Permitted Lien restricting the transfer or assignment of the property subject thereto; , (Fx) customary restrictions and conditions contained in any agreement relating to the sale of any property a disposition permitted under by Section 5.2 pending the consummation of such sale; disposition, (Gxi) any obligations binding on a Restricted Subsidiary at the time such Person becomes a Restricted Subsidiary, so long as such obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (xii) customary provisions in partnership agreements, limited liability company agreements and other Organization Documents, joint venture agreements, asset sale and stock sale agreements and other similar agreements, leases, subleases, licenses and sublicenses entered into in the case ordinary course of a Joint Venture, restrictions business that restrict the transfer of ownership interests in such person’s Organization Documents partnership, limited liability company or pursuant similar Person, (xiii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (xiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition or other Investment permitted hereunder, which encumbrance or restriction is not applicable to any joint venture agreement Person, or stockholders agreements solely to the extent properties of any Person, other than the Person or the properties of the Stock Person so acquired or Stock Equivalents the properties so acquired, (xv) documentation existing as of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth and listed on Schedule 5.16; 5.16 or (iixvi) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements contracts, instruments or obligations referred to in clause clauses (iiii), (iv), (v), (ix) or (xiv) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to (a) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiaries. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances acquired except in connection with (1) any document or restrictions shall be permitted: instrument governing Liens permitted pursuant to subsections 5.1(h) and (i) encumbrances provided that any such restriction contained therein relates only to the asset or restrictions existing under assets subject to such permitted Liens (2) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by reason virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Obligations; and (3) any prohibition or limitation that (A) this Agreement and the other Loan Documents; exists pursuant to applicable Requirements of Law, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment consists of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; , (GC) restricts subletting or assignment of any lease governing a leasehold interest of any Credit Party, (D) exists in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on at the Closing Date time such Credit Party becomes a Credit Party, so long as set forth on Schedule 5.16; such agreement was not entered into in contemplation of such person becoming a Credit Party or (iiE) any encumbrances or restrictions is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements contracts, instruments or obligations referred to in clause (i2) aboveor (3)(D); provided that such amendments or and refinancings are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date...

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any Credit (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Credit Party or Subsidiary and/or (B) customary provisions in the documents, agreements and instruments evidencing the Permitted Unsecured Debt in line with prevailing market standards for similar Indebtedness issued in US capital or syndicated loan markets, unless otherwise agreed to in writing by Agent in its reasonable discretion; (iv) customary provisions restricting assignment of any agreement entered into by a Credit Party or Subsidiary; (v) any holder of a Lien permitted by Section 5.1 restricting the transfer of the Property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of Property permitted under Section 5.2 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary to pay dividends or make any other distribution on any of a Credit Party becomes a Subsidiary of such Credit Party, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of such Credit Party; (viii) customary provisions in Organization Documents entered in the Ordinary Course of Business (or in connection with the formation of the applicable Person) that (A) restrict the transfer of the Stock in such Person or (B) in the case of a joint venture that is not a Credit Party or Subsidiary’s , provide for other restrictions of the type described above solely with respect to the Stock or Stock Equivalents or to pay fees, including management feesin, or make Property held in, such joint venture, (ix) customary provisions in asset sale and Stock sale agreements and other payments and distributions similar agreements permitted hereunder that provide for restrictions of the type described above, solely with respect to a Borrower the Property or Persons subject to such sale agreement, (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered in the Ordinary Course of Business; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties of its Subsidiaries. any Person, other than the Person or the Properties so acquired; or (xii) any encumbrance or restriction imposed by any amendments or refinancings that are otherwise not prohibited by the Loan Documents of the contracts, instruments or obligations referred to in clauses (vi), (vii) or (x) above; provided, that such amendments or refinancings are not more materially restrictive with respect to such encumbrances or restrictions than those prior to such amendment or refinancing. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding , except the foregoing two sentences, the following encumbrances or restrictions shall be permittedfollowing: (i1) encumbrances in connection with any document or restrictions existing under instrument governing Liens permitted pursuant to subsections 5.1(h) and 5.1(i); provided, that any such restriction contained therein relates only to the asset or by reason of assets subject to such Permitted Liens, (A2) this Agreement and the other Loan Documents; Documents or (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E3) any holder prohibition or limitation that (a) exists pursuant to Requirements of a Permitted Lien restricting the transfer Law, (b) consists of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 5.2 pending the consummation of such sale, (c) restricts subletting, leasehold mortgages or assignment of any lease governing a leasehold interest of a Credit Party or Subsidiary, (d) is permitted under subsection 5.1(q), (e) exists in any agreement or other instrument of a Person acquired in an Investment permitted hereunder in existence at the time of such Investment (but not created in connection therewith or in contemplation thereof), which prohibition or limitation is not applicable to any Person, or the Properties of any Person, other than the Person, or the Property of the Person so acquired; (G) provided, that no such Person shall be a Credit Party and no Property of any such Person shall be included in the case Borrowing Base of a Joint Ventureany Borrower Group, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent such prohibition or limitation is applicable to the Liens under the Collateral Documents or requires the grant or creation of a Lien on any Collateral, (f) is contained in any Organization Document of a joint venture which limits the Stock or Stock Equivalents ability of or property held an owner of an interest in the subject Joint Venture and joint venture from encumbering its Stock therein, (Hg) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements contracts, instruments or obligations referred to in clause (i) above3)(e); provided provided, that such amendments or and refinancings are no not more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancingrefinancing or (h) customary provisions in the documents, agreements and instruments evidencing the Permitted Unsecured Debt in line with prevailing market standards for similar Indebtedness issued in US capital or syndicated loan markets, unless otherwise agreed to in writing by Agent in its reasonable discretion. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower the Borrowers or any of its Subsidiaries. No other Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired, except, in the case of clauses (i) and (ii), the following: (1) this Agreement and the other Loan Documents and the ABL Documents, (2) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(a), 5.1(h), 5.1(i), 5.1(r), 5.1(s), 5.1(x), 5.1(y), 5.1(z), 5.1(aa), 5.1(dd), 5.1(ee) or 5.1(kk); provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (3) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Obligations or (4) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted under Section 5.2 pending the consummation of such disposition, (c) restricts subletting or assignment of any lease governing a leasehold interest of a Credit Party or (d) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing. Notwithstanding the foregoing two sentencesforegoing, the following encumbrances or restrictions this Section 5.16 shall be permitted: (i) encumbrances or restrictions not prohibit restrictions, encumbrances, and prohibitions existing under or by reason of (Ai) Requirements of Law, (ii) this Agreement and the other Loan Documents; , (Biii) the documentation for any Refinancing Debt, (iv) the ABL Documents, (v) documentation for any Indebtedness of Non-Credit Parties permitted hereunder, (vi) the documentation for any Indebtedness permitted by under Section 5.5(d); , 5.5(j), 5.5(q) or 5.5(v), (Cvii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; interest of a Credit Party, (Dviii) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course ordinary course of Business; business, (Eix) any holder of a Permitted Lien restricting the transfer or assignment of the property subject thereto; , (Fx) customary restrictions and conditions contained in any agreement relating to the sale of any property a disposition permitted under by Section 5.2 pending the consummation of such sale; disposition, (Gxi) any obligations binding on a Restricted Subsidiary at the time such Person becomes a Restricted Subsidiary, so long as such obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (xii) customary provisions in partnership agreements, limited liability company agreements and other Organization Documents, joint venture agreements, asset sale and stock sale agreements and other similar agreements, leases, subleases, licenses and sublicenses entered into in the case ordinary course of a Joint Venture, restrictions business that restrict the transfer of ownership interests in such person’s Organization Documents partnership, limited liability company or pursuant similar Person, (xiii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (xiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition or other Investment permitted hereunder, which encumbrance or restriction is not applicable to any joint venture agreement Person, or stockholders agreements solely to the extent properties of any Person, other than the Person or the properties of the Stock Person so acquired or Stock Equivalents the properties so acquired, (xv) documentation existing as of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth and listed on Schedule 5.16; 5.16 or (iixvi) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements contracts, instruments or obligations referred to in clause clauses (iiii), (iv), (v), (ix) or (xiv) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to (a) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a any Borrower or any of its Subsidiaries. No other Credit Party shallParty, and no Credit Party shall permit or to make loans or advances to any Borrower, or to transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to any Borrower, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Term Agent, whether now owned or hereafter acquired. Notwithstanding ; provided that the foregoing two sentences, the following encumbrances or in this Section 5.16 shall not apply to restrictions shall be permitted: and conditions (i) encumbrances or restrictions existing under or imposed by reason Requirements of Law, (Aii) this Agreement and imposed by the other Loan Documents; , (Biii) Indebtedness permitted by Section 5.5(dexisting on the date hereof and identified on Schedule 5.16 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition); , (Civ) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) to customary restrictions and conditions contained in any agreement agreements relating to the sale of any property permitted under Section 5.2 a Subsidiary pending the consummation of such sale; (G) in the case of a Joint Venture, provided such restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely and conditions apply only to the extent Subsidiary that is to be sold and such sale is permitted by the terms of the Stock this Agreement, (v) clause (b) shall not apply to restrictions or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions conditions imposed by any amendments or refinancings that are otherwise agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or conditions apply only to the Loan Documents of the agreements referred to in property or assets securing such Indebtedness and (vi) clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for foregoing shall not apply to customary provisions in leases restricting the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Dateassignment thereof.

No Negative Pledges. (a) No Credit Party shallThe Issuers will not, and no Credit Party shall will not permit any of its Subsidiaries totheir Subsidiaries, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents equity securities or to pay fees, including management fees, or make other payments and distributions or extend loans or advances to a Borrower the Issuers or any of its their Subsidiaries, or transfer any of their properties or assets to the Issuers or any of their Subsidiaries other than restrictions contained in the Senior Debt Documents or this Agreement. No Credit Party shallThe Issuers will not, and no Credit Party shall will not permit any of its Subsidiaries totheir Subsidiaries, directly or indirectly, to enter into, assume or become subject to any Contractual Obligation (other than the Senior Debt Documents and this Agreement) prohibiting or otherwise restricting the existence of any Lien upon any of its their assets in favor of the AgentNoteholders, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances acquired except in connection with any document or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; (B) Indebtedness instrument governing Liens permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture Sections 8.1.8 and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above8.1.9; provided that any such amendments restriction contained therein relates only to the asset or refinancings are no more restrictive assets subject to such permitted Liens or licenses and contracts providing that the granting of such Lien in the right, title or interest of the Issuers or their Subsidiaries therein would be prohibited and would, in and of itself, cause or result in a default thereunder enabling another Person party to such license or contract to enforce any remedy with respect to such encumbrances and restrictions than those prior to such amendment or refinancingthereto. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Except pursuant to the Note Documents and the First Mortgage Notes Indenture, (i) no Note Party shall, and no Credit Note Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Note Party or Subsidiary to pay dividends or make any other distribution on any of such Note Party’s or Subsidiary’s Stock or Stock Equivalents (other than Constar Holland with respect to any Constar Holland Financing) or to pay fees, including management fees, or make other payments and distributions to a Borrower the Issuers or any of its Subsidiaries. No Credit Note Party and (ii) no Note Party shall, and no Credit Note Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: except, in any case under clauses (i) encumbrances or restrictions existing under (ii) above, in connection with (1) any document or by reason of instrument governing Liens permitted pursuant to subsections 5.1(h) or (i), the Constar Holland Financing or the First Mortgage Notes Indenture, provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens and (2) any prohibition or limitation that (A) this Agreement and the other Loan Documents; exists pursuant to applicable Requirements of Law, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment consists of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale; sale or disposition, but only with respect to the property subject to such sale or disposition or (GC) in the case restricts licensing, sublicensing or assignment of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely contract (but not the creation of a Lien thereon to the extent constituting Collateral), or subletting or assignment of the Stock any lease governing a leasehold interest, of any Note Party or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise Subsidiary thereof permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancinghereunder. (b) No Borrower (other than ITG) Note Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m7.1(k) and (ii) unless unless, in the case of any Note Party other than Holdings, such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Note Parties owned by the Note Parties are pledged to the Agent as of the Closing Date, to the extent not excluded by Section 4.15.

No Negative Pledges. (a) No Credit Party shallThe Issuers will not, and no Credit Party shall will not permit any of its Subsidiaries totheir Subsidiaries, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents equity securities or to pay fees, including management fees, or make other payments and distributions or extend loans or advances to a Borrower the Issuers or any of their Subsidiaries, or transfer any of its Subsidiariesproperties or assets to the Issuers or any of their Subsidiaries other than restrictions contained in the Senior Credit Agreement or this Agreement. No Credit Party shallThe Issuers will not, and no Credit Party shall will not permit any of its Subsidiaries totheir Subsidiaries, directly or indirectly, to enter into, assume or become subject to any Contractual Obligation (other than the Senior Credit Documents and this Agreement) prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the AgentNoteholders, whether now owned or hereafter acquired. Notwithstanding acquired except in connection with any document or instrument governing Liens permitted pursuant to Sections 8.1.8 and 8.1.9 provided that any such restriction contained therein relates only to the foregoing two sentences, asset or assets subject to such permitted Liens or licenses and contracts providing that the following encumbrances or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason granting of (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower such Lien in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer right, title or interest of the property subject thereto; (F) customary restrictions Issuers or their Subsidiaries therein would be prohibited and conditions contained would, in and of itself, cause or result in a default thereunder enabling another Person party to such license or contract to enforce any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive remedy with respect to such encumbrances and restrictions than those prior to such amendment or refinancingthereto. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower the Issuer or any of its Subsidiariesother Credit Party except those contained in the First Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the AgentAgent securing Obligations, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except (i) encumbrances in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions existing under set forth in a lease of Real Estate if and to the extent same only apply to the Issuer’s leasehold estate created by such lease, and (iii) any prohibition or by reason of limitation that (A) this Agreement and the other Loan Documents; exists pursuant to applicable Requirements of Law, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment consists of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venturesale or disposition, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive but only with respect to such encumbrances and restrictions than those prior the property subject to such amendment sale or refinancingdisposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easements. (b) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(mSection 7.1(k). No Credit Party (other than Holdings) and (ii) shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Credit Parties owned by Holdings are pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party (other than the Borrower) or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any other Credit Party except (i) pursuant to the Loan Documents, (ii) required by any applicable Requirements of its Subsidiaries. Law, (iii) [reserved] or (iv) with respect to any Property subject to a Permitted Lien. (b) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Administrative Agent, whether now owned or hereafter acquired. Notwithstanding , except (1) in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(i) and 5.1(j), provided that any such restriction contained therein relates only to the foregoing two sentencesasset or assets subject to such Permitted Liens, (2) customary restrictions in leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the following encumbrances property interest, rights or restrictions shall be permitted: the assets subject thereto, (i3) encumbrances or restrictions existing under or by reason pursuant to the requirements of any applicable Requirements of Law, (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C4) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary interest of a Borrower in the Ordinary Course of Business; Subsidiary, (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely sale with respect to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and covered thereby, (H6) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Borrower, (7) restrictions or prohibitions existing on the Closing Date as set forth and (to the extent not otherwise permitted by this Section 5.10) listed on Schedule 5.16; 5.10, (8) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (9) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business and (ii10) any encumbrances or restrictions imposed by any amendments or refinancings agreement governing Indebtedness entered into after the Closing Date and permitted under Section 5.5 that are otherwise permitted by are, taken as a whole, in the Loan Documents good faith judgment of the agreements referred to in clause (i) above; provided that such amendments or refinancings are Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such encumbrances and type, so long as such restrictions do not impair in the ability of the Credit Parties to perform their obligations under the Loan Documents, or require the grant of any security for any obligation if such property is given as security for the Obligations, other than those prior to such amendment or refinancingon a subordinated basis. (bc) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents Equity Interests (i) if such issuance would result in an Event of Default under subsection 7.1(m7.1(j) and (ii) in the case of any Subsidiary Guarantor, unless such Stock and Stock Equivalents Equity Interests are pledged to the Administrative Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as as, and to the Stock and Stock Equivalents extent that, the Equity Interests of the Borrowers Credit Parties are pledged to the Administrative Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Loan Party or Restricted Subsidiary to pay dividends or make any other distribution on any of such Loan Party’s or Restricted Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiariesother Restricted Subsidiary except pursuant to Credit Agreement Refinancing Indebtedness or any Permitted Refinancing consistent with the terms hereof, those contained in the First Lien Loan Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the First Lien Loan Documents. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Collateral Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially whether now owned or hereafter acquired except (i) in connection with any document or instrument governing Liens permitted pursuant to Section 7.01(j), provided, that any such restriction contained therein relates only to the same terms asset or assets subject to such Permitted Liens and (ii) any prohibition or limitation that (A) exists pursuant to applicable requirements of law, (B) consists of customary restrictions and conditions as the Stock and Stock Equivalents of the Borrowers pledged contained in any agreement relating to the Agent as sale or other disposition of any property permitted under Section 7.05 pending the Closing Dateconsummation of such sale or disposition, but only with respect to the property subject to such sale or disposition or (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), of any Loan Party or Restricted Subsidiary thereof permitted hereunder.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Subsidiary of a Credit Party to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any other Credit Party, except for (a) any restriction in the Loan Documents or other orders in the Case reasonably satisfactory to the Agent, the SCP Loan Documents and the 6.75% Notes Indenture, (b) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and applicable solely to such joint venture entered into in the Ordinary Course of its SubsidiariesBusiness, (c) restrictions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and (e) restrictions binding upon any Foreign Subsidiary in connection with the incurrence of any Indebtedness permitted hereunder. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding acquired except (a) in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(h), 5.1(i) and 5.1(r) provided that any such restriction contained therein relates only to the foregoing two sentencesasset or assets subject to such permitted Liens, the following encumbrances or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (Fb) customary restrictions and conditions contained in any agreement relating leases, subleases, licenses or asset sale agreements otherwise not prohibited hereby so long as such restrictions relate to the sale assets subject thereto, (c) prohibitions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and (v) restrictions binding upon any Foreign Subsidiary in connection with the incurrence of any property Indebtedness permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancinghereunder. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. Except pursuant to the Note Documents and the First Mortgage Notes Indenture, (ai) No Credit no Note Party shall, and no Credit Note Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Note Party or Subsidiary to pay dividends or make any other distribution on any of such Note Party’s or Subsidiary’s Stock or Stock Equivalents (other than Constar Holland with respect to any Constar Holland Financing) or to pay fees, including management fees, or make other payments and distributions to a Borrower the Issuers or any of its Subsidiaries. No Credit Note Party and (ii) no Note Party shall, and no Credit Note Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: except, in any case under clauses (i) encumbrances or restrictions existing under (ii) above, in connection with (1) any document or by reason of instrument governing Liens permitted pursuant to subsections 5.1(h) or (i), the Constar Holland Financing or the First Mortgage Notes Indenture, provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens and (2) any prohibition or limitation that (A) this Agreement and the other Loan Documents; exists pursuant to applicable Requirements of Law, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment consists of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale; sale or disposition, but only with respect to the property subject to such sale or disposition or (GC) in the case restricts licensing, sublicensing or assignment of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely contract (but not the creation of a Lien thereon to the extent constituting Collateral), or subletting or assignment of the Stock any lease governing a leasehold interest, of any Note Party or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise Subsidiary thereof permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancinghereunder. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, to (a) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Loan Party or Subsidiary to pay dividends or make any other distribution on any of such Loan Party’s or Subsidiary’s Capital Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiaries. No Credit Party shallother Loan Party, and no Credit Party shall permit or to make loans or advances to the Borrower, or to transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to the Borrower, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral Agent, whether now owned or hereafter acquired. Notwithstanding ; provided that the foregoing two sentences, the following encumbrances or in this Section 9.24 shall not apply to restrictions shall be permitted: and conditions (i) encumbrances imposed by Requirements of Law, (ii) imposed by the Loan Documents or restrictions the ABL Credit Agreement (or any related document), (iii) existing under on the date hereof and identified on Schedule 9.24 (but shall apply to any extension or by reason of renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (Aiv) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) to customary restrictions and conditions contained in any agreement agreements relating to the sale of any property permitted under Section 5.2 a Subsidiary pending the consummation of such sale; (G) in the case of a Joint Venture, provided such restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely and conditions apply only to the extent Subsidiary that is to be sold and such sale is permitted by the terms of this Agreement; provided further that clause (b) of the Stock foregoing shall not apply to (i) restrictions or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions conditions imposed by any amendments or refinancings that are otherwise agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) this Agreement if such issuance would result in an Event of Default under subsection 7.1(m) restrictions or conditions apply only to the property or assets securing such Indebtedness and (ii) unless such Stock and Stock Equivalents are pledged to customary provisions in leases restricting the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Dateassignment thereof.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiariesother Credit Party except those contained in the Second Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the Second Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the AgentAgent securing Obligations, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except (i) encumbrances in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions existing under set forth in a lease of Real Estate if and to the extent same only apply to the Borrower’s leasehold estate created by such lease, and (iii) any prohibition or by reason of limitation that (A) this Agreement and the other Loan Documents; exists pursuant to applicable Requirements of Law, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment consists of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venturesale or disposition, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive but only with respect to such encumbrances and restrictions than those prior the property subject to such amendment sale or refinancingdisposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easements. (b) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(mSection 7.1(l). No Credit Party (other than Holdings) and (ii) shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Credit Parties owned by Holdings are pledged to the Agent as of the Closing Restatement Effective Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to (a) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s 's Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiaries. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances acquired except in connection with (1) any document or restrictions shall be permitted: instrument governing Liens permitted pursuant to subsections 5.1(h) and (i) encumbrances provided that any such restriction contained therein relates only to the asset or restrictions existing under assets subject to such permitted Liens (2) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by reason virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Obligations; and (3) any prohibition or limitation that (A) this Agreement and the other Loan Documents; exists pursuant to applicable Requirements of Law, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment consists of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; , (GC) restricts subletting or assignment of any lease governing a leasehold interest of any Credit Party, (D) exists in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on at the Closing Date time such Credit Party becomes a Credit Party, so long as set forth on Schedule 5.16; such agreement was not entered into in contemplation of such person becoming a Credit Party or (iiE) any encumbrances or restrictions is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements contracts, instruments or obligations referred to in clause (i2) aboveor (3)(D); provided that such amendments or and refinancings are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date...

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party (other than Partnership) or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a any Borrower or any of its Subsidiariesother Credit Party. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent to secure the AgentObligations, whether now owned or hereafter acquired. Notwithstanding the The foregoing two sentences, the following encumbrances or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason of not apply to (A) this Agreement restrictions and conditions imposed by law or by any Loan Document or the other Loan Second Lien Note Documents; , or, subject in each case to the Intercreditor Agreement, documents governing an Additional Second Lien Debt Facility or any documents governing a Permitted Refinancing of any of the foregoing, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) restrictions and conditions imposed on any property permitted under Section 5.2 pending Foreign Subsidiary by the consummation terms of any Indebtedness of such saleForeign Subsidiary permitted to be incurred hereunder, (D) restrictions and conditions imposed on the ability of any Credit Party to create, incur or permit to exist any Lien on any carbon credits or similar credit of such Credit Party by any agreement with a third party that is not an Affiliate of any Borrower or the Subsidiaries, (E) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of any interest in joint ventures; (F) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (G) customary provisions in leases and other contracts restricting the case of a Joint Ventureassignment thereof, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on at the Closing Date time a Person becomes a Subsidiary of the Partnership so long as set forth on Schedule 5.16; or such agreement was not entered into in contemplation of such Person becoming a Subsidiary, and (iiI) any encumbrances agreement that amends, refinances or replaces any agreement containing restrictions imposed by any amendments or refinancings that are otherwise permitted by under the Loan Documents of preceding clauses, provided the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions of any such agreement taken as the Stock and Stock Equivalents of the Borrowers pledged a whole are not materially less favorable to the Credit Parties and their Subsidiaries, or the Agent as of or any Lender, than those under the Closing Dateagreement so amended, refinanced or replaced.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to (a) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party's or Subsidiary’s 's Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiaries. No other Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding ; provided that the foregoing two sentences, the following encumbrances or in this Section 5.15 shall not apply to restrictions shall be permitted: and conditions (i) encumbrances or restrictions existing under or imposed by reason Requirements of Law, (Aii) this Agreement and imposed by the other Loan Documents; , (Biii) Indebtedness permitted imposed by Section 5.5(d); the Term Loan Documents, (Civ) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in existing on the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer date hereof and identified on Schedule 5.16 of the property subject thereto; Disclosure Letter (Fbut shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (v) to customary restrictions and conditions contained in any agreement agreements relating to the sale of any property permitted under Section 5.2 a Subsidiary pending the consummation of such sale; (G) in the case of a Joint Venture, provided such restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely and conditions apply only to the extent Subsidiary that is to be sold and such sale is permitted by the terms of the Stock this Agreement, (vi) clause (b) shall not apply to restrictions or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions conditions imposed by any amendments or refinancings that are otherwise agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Loan Documents of the agreements referred to in property or assets securing such Indebtedness and (vii) clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for foregoing shall not apply to customary provisions in leases restricting the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Dateassignment thereof.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiariesother Credit Party, other than pursuant to the Loan Documents, the First Lien Documents and any documentation governing Permitted Junior Debt. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Administrative Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except in connection with (i) encumbrances any document or restrictions existing under instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i) provided that any such restriction contained therein relates only to the asset or by reason of assets subject to such permitted Liens, (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (Cii) customary provisions (not entered into in connection with, or in anticipation or contemplation of, the transactions contemplated hereunder and the Related Transactions) restricting subletting or assignment of any lease governing a leasehold interest; , (Diii) with respect to third party contracts, customary provisions restricting assignment of any agreement limitations (not entered into by a Subsidiary in connection with, or in anticipation or contemplation of, the transactions contemplated hereunder and the Related Transactions) on the ability of a Borrower party thereto to assign its interest in the underlying contract without the consent of the other party thereto, (iv) restrictions and conditions contained in agreements relating to the sale of assets permitted hereunder provided that such restrictions are limited to the assets being sold, (v) licenses and contracts entered into in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting Business which by their terms prohibit the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation assignment of such sale; agreements (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent such prohibition is enforceable by law) or the granting of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect Liens on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) aboverights contained therein; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances licenses and restrictions than those prior to such amendment or refinancing. (b) No Borrower contracts (other than ITGshrink-wrap software licenses) shall issue are not, in the aggregate, material to the business of such Credit Party and are not related to any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) material Property, and (iivi) unless such Stock customary provisions in joint venture agreements and Stock Equivalents are pledged to similar agreements that restrict the Agent, for the benefit transfer of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Dateequity interests or assets in joint ventures.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiariesother Credit Party except any restrictions contained in the Loan Documents, the Indenture Documents or the Factoring Facility Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except: (i) encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; ; (Bii) Indebtedness under the Indenture Documents; (iii) under the Factoring Facility Documents; (iv) in connection with any document or instrument governing Liens permitted by Section 5.5(dpursuant to Sections 5.1(h), 5.1(i), 5.1(v), 5.1(w) and 5.1(y); provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens; (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (Fv) customary restrictions and conditions contained in any agreement relating to the sale sale, assignment, lease, conveyance, transfer or other disposition of any property asset permitted under Section 5.2 pending the consummation of such sale; , assignment, lease, conveyance, transfer or other disposition; (Gvi) restrictions binding upon a Person acquired by a Credit Party (other than any Holding Company), which restrictions were in existence at the time of such Acquisition (but not created in contemplation or anticipation thereof or to provide all or any portion of the funds or credit support utilized to consummate such Acquisition), which restrictions are not applicable to any Person, or the Property of any Person, other than the Person and its Subsidiaries, or the Property of the Person and its Subsidiaries, so acquired; (vii) customary restrictions in joint venture, partnership and other similar agreements applicable to joint ventures or partnerships, as the case may be, permitted under Section 5.4 and applicable solely to such joint venture or partnership, as the case may be, entered into in the case Ordinary Course of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and Business; (Hviii) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments document or refinancings that are otherwise permitted instrument relating to Indebtedness incurred by the Loan Documents of the agreements referred a Foreign Subsidiary pursuant to in clause (iSection 5.5(m) above; provided that any such amendments or refinancings are no more restrictive with respect restriction contained therein is limited to such encumbrances and Foreign Subsidiary’s assets pledged as security in connection with such Indebtedness; and (ix) pursuant to restrictions than those prior to such amendment existing solely under or refinancingby reason of applicable Requirements of Law. (b) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(mSection 7.1(k) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers such Credit Party are pledged to the Agent as of the Closing DateAgent.

No Negative Pledges. (a) No Credit Party shallThe Company shall not, and no Credit Party the Company shall not permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of the Company or any such Subsidiary of its Subsidiaries to pay dividends or make any other distribution on any of such SubsidiaryPerson’s Stock Shares or Stock Share Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower the Company or any of its Subsidiaries. No other Credit Party shallexcept any restrictions contained in the Note Purchase Documents, the Prepetition Notes Documents, the ABL Documents, the ABL DIP Facility or the Factoring Facility Documents, in each case, as in effect on the date hereof. The Company shall not, and no Credit Party the Company shall not permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the AgentCollateral Trustee, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except: (i) encumbrances under the Note Purchase Documents, in each case, as in effect on the date hereof or restrictions existing as amended, supplemented or otherwise modified from time to time with the prior written consent of the Required Holders; (ii) under or by reason of (A) this Agreement the ABL Documents and the other Loan ABL DIP Facility, in each case, as in effect on the date hereof or as amended, supplemented or otherwise modified from time to time in accordance with Section 10.15; (iii) under the Factoring Facility Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting , in each case, as in effect on the date hereof or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in as amended, supplemented or otherwise modified from time to time with the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer prior written consent of the property Required Holders; (iv) in connection with any document or instrument governing Liens permitted pursuant to Sections 10.5 applicable to Capital Lease Obligations and purchase money security interests; provided that any such restriction contained therein relates only to the asset or assets subject thereto; to such permitted Liens; (Fv) customary restrictions and conditions contained in any agreement relating to the sale sale, assignment, lease, conveyance, transfer or other disposition of any property asset permitted under Section 5.2 10.2 pending the consummation of such sale; , assignment, lease, conveyance, transfer or other disposition; (Gvi) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments document or refinancings that are otherwise permitted instrument relating to Indebtedness incurred by the Loan Documents of the agreements referred a Foreign Subsidiary pursuant to in clause (i) above; Section 10.5 provided that any such amendments or refinancings are no more restrictive with respect restriction contained therein is limited to such encumbrances and Foreign Subsidiary’s assets pledged as security in connection with such Indebtedness; and (vii) pursuant to restrictions than those prior to such amendment existing solely under or refinancingby reason of applicable Requirements of Law. (b) No Borrower (other than ITG) The Company shall not, and the Company shall not permit any Credit Party to, issue any Stock Shares or Stock Share Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock Shares and Stock Share Equivalents are are, pledged to the AgentCollateral Trustee, for the benefit of the Secured PartiesHolders, as security for the Obligations, on substantially and the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged net proceeds are applied to the Agent as of the Closing DateObligations in accordance with Section 8.3.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to (a) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party's or Subsidiary’s 's Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiaries. No other Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Term Agent, whether now owned or hereafter acquired. Notwithstanding ; provided that the foregoing two sentences, the following encumbrances or in this Section 5.15 shall not apply to restrictions shall be permitted: and conditions (i) encumbrances or restrictions existing under or imposed by reason Requirements of Law, (Aii) this Agreement and imposed by the other Loan Documents; , (Biii) Indebtedness permitted imposed by Section 5.5(d); the Revolving Loan Documents, (Civ) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in existing on the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer date hereof and identified on Schedule 5.16 of the property subject thereto; Disclosure Letter (Fbut shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (v) to customary restrictions and conditions contained in any agreement agreements relating to the sale of any property permitted under Section 5.2 a Subsidiary pending the consummation of such sale; (G) in the case of a Joint Venture, provided such restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely and conditions apply only to the extent Subsidiary that is to be sold and such sale is permitted by the terms of the Stock this Agreement, (vi) clause (b) shall not apply to restrictions or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions conditions imposed by any amendments or refinancings that are otherwise agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Loan Documents of the agreements referred to in property or assets securing such Indebtedness and (vii) clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for foregoing shall not apply to customary provisions in leases restricting the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Dateassignment thereof.

No Negative Pledges. (a) No Credit Except pursuant to the Loan Documents, no Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual prohibition or limitation on Contractual Obligation that limits the ability of any such Loan Party or a Subsidiary to pay to the Loan Parties or any Subsidiary of a Loan Party dividends or make any other distribution to the Loan Parties or any Subsidiary of any Loan Party on any of such Loan Party’s or Subsidiary’s Stock Equity Interests or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiaries. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Loan Party in favor of the Administrative Agent, whether now owned or hereafter acquired. Notwithstanding ; provided that the foregoing two sentences, the following encumbrances or restrictions shall be permitted: clauses (i) encumbrances or restrictions existing under or by reason of and (ii) shall not apply to Contractual Obligations which (A) this Agreement (x) exist on the date hereof (including, without limitation, the 2022 Notes Indenture, the 2021 Convertible Senior Notes Indenture, and the other Loan Documents; Collateral Trust Agreement) or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any disposition permitted by Section 5.5(d6.02 (so long as the applicable restriction applies solely to the assets the subject of such disposition); , (CE) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures otherwise permitted under this Agreement, (F) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.05(a)(iii) but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (G) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest; interest of the Borrower or any Subsidiary, (DI) are customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course ordinary course of Business; business, and (EJ) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary are restrictions and conditions contained in any agreement relating to the sale of any property permitted on cash or other deposits imposed by customers under Section 5.2 pending the consummation of such sale; (G) contracts entered into in the case ordinary course of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingbusiness. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, Borrower shall not and no Credit Party shall not permit any of its Subsidiaries to, directly or indirectly, to %3. create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Borrower or Subsidiary to pay dividends or make any other distribution on any of such Borrower’s or Subsidiary’s Capital Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower the Borrower, or to make loans or advances to the Borrower, or to transfer any of its Subsidiariesthe properties or assets of such Subsidiary to the Borrower, or %3. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the AgentPurchaser, whether now owned or hereafter acquired. Notwithstanding ; provided that the foregoing two sentences, the following encumbrances or in this Section 9.12 shall not apply to restrictions shall be permitted: and conditions (i) encumbrances imposed by Requirements of Law, (ii) imposed by the Note Documents (or restrictions any related document), (iii) existing under on the date hereof (but shall apply to any extension or by reason of renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (Aiv) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) to customary restrictions and conditions contained in any agreement agreements relating to the sale of any property permitted under Section 5.2 a Subsidiary pending the consummation of such sale; (G) in the case of a Joint Venture, provided such restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely and conditions apply only to the extent Subsidiary that is to be sold and such sale is permitted by the terms of this Agreement; provided further that clause (b) of the Stock foregoing shall not apply to (i) restrictions or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions conditions imposed by any amendments or refinancings that are otherwise agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) this Agreement if such issuance would result in an Event of Default under subsection 7.1(m) restrictions or conditions apply only to the property or assets securing such Indebtedness and (ii) unless such Stock and Stock Equivalents are pledged to customary provisions in leases restricting the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Dateassignment thereof.

No Negative Pledges. (a) No Credit Except pursuant to the Loan Documents, no Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual prohibition or limitation on Contractual Obligation that limits the ability of any such Loan Party or a Subsidiary to pay to the Loan Parties or any Subsidiary of a Loan Party dividends or make any other distribution to the Loan Parties or any Subsidiary of any Loan Party on any of such Loan Party’s or Subsidiary’s Stock Equity Interests or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiaries. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Loan Party in favor of the Administrative Agent, whether now owned or hereafter acquired. Notwithstanding ; provided that the foregoing two sentences, the following encumbrances or restrictions shall be permitted: clauses (i) encumbrances or restrictions existing under or by reason of and (ii) shall not apply to Contractual Obligations which (A) this Agreement and (x) exist on the other Loan Documents; date hereof (including, without limitation, the 2027 Notes Indenture) or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any disposition permitted by Section 5.5(d6.02 (so long as the applicable restriction applies solely to the assets the subject of such disposition); , (CE) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures otherwise permitted under this Agreement, (F) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.05(a)(iii) but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (G) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest; interest of the Borrower or any Subsidiary, (DI) are customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course ordinary course of Business; business, and (EJ) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary are restrictions and conditions contained in any agreement relating to the sale of any property permitted on cash or other deposits imposed by customers under Section 5.2 pending the consummation of such sale; (G) contracts entered into in the case ordinary course of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingbusiness. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any other Credit Party, in each case except (i) customary provisions in joint venture agreements, limited liability operating agreements, partnership agreements, stockholders agreements, other organizational documents and other similar agreements for Subsidiaries that are not Wholly-Owned Subsidiaries of its Subsidiariesthe Borrower not entered into in contemplation of any senior financing and (ii) stock sale agreements, joint venture agreements, sale/leaseback agreements, purchase agreements, or acquisition agreements (including by way of merger, acquisition or consolidation) entered into by the Borrower or any Subsidiary solely to the extent pending the consummation of the underlying transactions that would be otherwise permitted hereunder. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: except (i) encumbrances in connection with any document or restrictions existing under instrument governing Liens permitted pursuant to Sections 6.1(h) and 6.1(i) provided that any such restriction contained therein relates only to the asset or by reason of assets subject to such permitted Liens), (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (Cii) customary provisions in leases and subleases restricting the subletting or assignment of any lease governing a leasehold interestthe leased property thereunder; (Diii) customary provisions in agreements, licenses or sublicenses entered into in the ordinary course of business restricting assignment or transfer of (including the granting of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of BusinessLien upon) such agreement, license or sublicense; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (Fiv) customary restrictions and conditions contained in any (x) agreement relating to the sale of any property permitted under Section 5.2 assets or Stock of any Credit Party or any of its Subsidiaries pending the consummation of such sale, provided that (A) such restrictions and conditions apply only to the property to be sold, (B) such agreement does not prohibit or restrict Liens in favor of the Agent and (C) such sale is permitted under Section 6.4; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (Hv) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Credit Party, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of a Credit Party and does not extend to any Collateral; (vi) customary restrictions on the Closing Date as set forth on Schedule 5.16; cash deposits or (ii) any encumbrances or restrictions other deposits imposed by any amendments customers or refinancings that are otherwise permitted by suppliers under contracts entered into in the Loan Documents ordinary course of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) business and (iivii) unless such Stock customary restrictions on pledges and Stock Equivalents are pledged transfers pertaining to the Agent, for Stock issued by Persons which are not Subsidiaries contained in the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged applicable joint venture agreement or other organizational document to the Agent as extent not entered into in contemplation of the Closing Dateany senior financing.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiariesother Credit Party except pursuant to any document or instrument governing Indebtedness permitted pursuant to subsections 5.5(c), 5.5(f), 5.5(h), 5.5(k) and 5.5(m) (in each case that do not impair in any material respect, the Credit Parties’ ability to satisfy the Obligations (as determined by the Borrower in good faith). No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the AgentCollateral Agent for the benefit of the Secured Parties, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except (i) encumbrances in connection with any document or restrictions existing under instrument governing Liens permitted pursuant to subsections 5.1(a), 5.1(h), 5.1(l), 5.1(o), 5.1(p) and 5.1(v), provided that any such restriction contained therein relates only to the asset or by reason of assets subject to such permitted Liens or (Aii) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of contained in any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of connection with a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingAcquisition. (b) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m7.1(k) and (ii) unless such Stock and Stock Equivalents are pledged to the Collateral Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the other Stock and Stock Equivalents of the Borrowers such Credit Party are pledged to the Agent as of the Closing DateCollateral Agent.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Parent Borrower or any of its Subsidiaries other than those that exist by reason of any restriction existing under the Loan Documents or the Term Loan Documents as in effect on the date hereofunder any Permitted Term Debt Documents (provided that such restrictions are not more restrictive, taken as a whole, than the restrictions in the Original Term Loan Agreement) or are otherwise reasonably acceptable to the Administrative Agent; provided, however, that (i) Second Lien Documents may contain restrictions on terms and conditions reasonably acceptable to the Collateral Agent and (ii) agreements governing Indebtedness incurred by Foreign Subsidiaries permitted hereby may contain customary restrictions on the assets of such Foreign Subsidiaries. No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Administrative Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except (i) encumbrances in connection with any document or restrictions existing under or by reason of instrument governing (A) this Agreement and Liens permitted pursuant to Section 7.01(h), 7.01(i) or 7.01(w) provided that any such restriction contained therein relates only to the other Loan Documents; asset or assets subject to such permitted Liens or (B) Indebtedness permitted by pursuant to Section 5.5(d7.05(d) or 7.05(g); , (Cii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; , (Diii) customary provisions restricting assignment restrictions and conditions applicable to customer deposits imposed by customers of any agreement the Loan Parties under contracts entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; , (Eiv) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement agreements relating to the sale of any property assets permitted under Section 5.2 pending hereunder; provided such restrictions are limited to the consummation assets being sold and (v) customary provisions in joint venture agreements relating to purchase options, rights of such sale; (G) in the case first refusal or call or similar rights of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the third party that owns Stock or Stock Equivalents in such joint venture (excluding for greater certainty, provisions that relate to the pledge of any such Stock or property held Stock Equivalents in the subject Joint Venture and (H) any agreement such joint venture which shall be permitted to be made in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents favor of the agreements referred to in clause (i) aboveAdministrative Agent); provided that such amendments restrictions and conditions were not entered into in contemplation or refinancings are no more restrictive in connection with respect to such encumbrances and restrictions than those prior to such amendment or refinancingPerson becoming a Subsidiary. (b) No Borrower (other than ITG) Loan Party shall issue any Stock or Stock Equivalents (i) if such issuance Issuance would result in an Event of Default under subsection 7.1(mSection 8.01(k) and (ii) unless such Stock and Stock Equivalents are pledged to the Collateral Agent, for the benefit of the Secured Parties, as security for the Finance Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Loan Parties owned by Holdings were pledged to the Collateral Agent as of the Original Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party (other than the Borrower) or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents Equity Interests or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any other Credit Party except (i) pursuant to the Loan Documents, (ii) required by any applicable Requirements of its SubsidiariesLaw, (iii) any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower or (iv) with respect to any Property subject to a Permitted Lien. 258. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Administrative Agent, whether now owned or hereafter acquired. Notwithstanding , except (1) in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(i) and 5.1(j), provided that any such restriction contained therein relates only to the foregoing two sentencesasset or assets subject to such Permitted Liens, (2) customary restrictions in leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the following encumbrances property interest, rights or restrictions shall be permitted: the assets subject thereto, (i3) encumbrances or restrictions existing under or by reason pursuant to the requirements of any applicable Requirements of Law, (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C4) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary interest of a Borrower in the Ordinary Course of Business; Subsidiary, (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F5) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely sale with respect to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and covered thereby, (H6) any agreement in effect at the time such Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Borrower, (7) restrictions or prohibitions existing on the Closing Date as set forth and (to the extent not otherwise permitted by this Section 5.10) listed on Schedule 5.16; 5.10, (8) customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business, (9) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business and (ii10) any encumbrances or restrictions imposed by any amendments or refinancings agreement governing Indebtedness entered into after the Closing Date and permitted under Section 5.5 that are otherwise permitted by are, taken as a whole, in the Loan Documents good faith judgment of the agreements referred to in clause (i) above; provided that such amendments or refinancings are Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such encumbrances and type, so long as such restrictions than those prior do not impair in the ability of the Credit Parties to such amendment perform their obligations under the Loan Documents, or refinancing. (b) No Borrower (other than ITG) shall issue require the grant of any Stock or Stock Equivalents (i) security for any obligation if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, property is given as security for the Obligations, other than on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Datea subordinated basis.

No Negative Pledges. (a) No Credit Except pursuant to the Loan Documents, no Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual prohibition or limitation on Contractual Obligation that limits the ability of any such Loan Party or a Subsidiary to pay to the Loan Parties or any Subsidiary of a Loan Party dividends or make any other distribution to the Loan Parties or any Subsidiary of any Loan Party on any of such Loan Party’s or Subsidiary’s Stock Equity Interests or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiaries. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Loan Party in favor of the Administrative Agent, whether now owned or hereafter acquired. Notwithstanding ; provided that the foregoing two sentences, the following encumbrances or restrictions shall be permitted: clauses (i) encumbrances or restrictions existing under or by reason of and (ii) shall not apply to Contractual Obligations which (A) this Agreement (x) exist on the date hereof (including, without limitation, the 2021 Convertible Senior Notes Indenture and the other Loan Documents; 2027 Notes Indenture) or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any disposition permitted by Section 5.5(d6.02 (so long as the applicable restriction applies solely to the assets the subject of such disposition); , (CE) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures otherwise permitted under this Agreement, (F) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.05(a)(iii) but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (G) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest; interest of the Borrower or any Subsidiary, (DI) are customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course ordinary course of Business; business, and (EJ) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary are restrictions and conditions contained in any agreement relating to the sale of any property permitted on cash or other deposits imposed by customers under Section 5.2 pending the consummation of such sale; (G) contracts entered into in the case ordinary course of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingbusiness. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party (other than the Borrower) or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiaries. No other Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason of ; except (A) this Agreement and in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(h), 5.1(i), 5.1(q), 5.1(r) and, as long as the other Loan Documents; fair market value of assets subject to such permitted Liens does not exceed the amount of Indebtedness secured, 5.1(w) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (B) Indebtedness permitted the foregoing shall not apply to restrictions and conditions imposed by Section 5.5(d); law, this Agreement or by any other Loan Document, (C) customary provisions restricting subletting the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 5.16 (but shall apply to any extension or assignment of renewal of, or any lease governing a leasehold interest; amendment or modification expanding the scope of, any such restriction or condition), (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) foregoing shall not apply to customary restrictions and conditions contained in any agreement agreements relating to the sale permitted hereunder of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (E) the foregoing shall not apply to restrictions and conditions contained in agreements or instruments evidencing any property Indebtedness of an Excluded Foreign Subsidiary permitted to be incurred under Section 5.2 pending 5.5; provided that the consummation income and results of operations of such sale; (G) in Excluded Foreign Subsidiary shall be excluded from the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent calculation of the Stock or Stock Equivalents of or property held covenants set forth in the subject Joint Venture Article VI, and (HF) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect of the foregoing shall not apply to such encumbrances customary provisions in leases and restrictions than those prior to such amendment or refinancinglicenses restricting the assignment thereof. (b) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m7.1(k) and (ii) unless such Stock and Stock Equivalents (other than Stock and Stock Equivalents of the Borrower) are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Credit Parties (other than the Borrower) are pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party (other than Partnership) or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a any Borrower or any of its Subsidiariesother Credit Party. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent to secure the AgentObligations, whether now owned or hereafter acquired. Notwithstanding the The foregoing two sentences, the following encumbrances or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason of not apply to (A) this Agreement restrictions and the other conditions imposed by law or by any Loan Documents; Document, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) restrictions and conditions imposed on any property permitted under Section 5.2 pending Foreign Subsidiary by the consummation terms of any Indebtedness of such saleForeign Subsidiary permitted to be incurred hereunder, (D) restrictions and conditions imposed on the ability of any Loan Party to create, incur or permit to exist any Lien on any carbon credits or similar allowances of such Loan Party by any agreement with a third party that is not an Affiliate of Parent, Holdings, any Borrower or the Subsidiaries, (E) customary provisions in joint venture agreements and other similar agreements that restrict the assignment or other transfer of any interest in joint ventures; (F) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Sections 5.1(h), 5.1(i), 5.1(q) and 5.1(r) if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (G) customary provisions in leases and other contracts restricting the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingassignment thereof. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(mSection 7.1(k) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Borrower owned by Partnership are pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shallThe Company will not, and no Credit Party shall will not permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition or limitation on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiaries. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting the existence of any Lien upon any of its assets in favor of the Collateral Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentencessentence, the following encumbrances or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Financing Documents; (B) Indebtedness permitted by Section 5.5(d)11.3; (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower the Company in the Ordinary Course of Business; (E) any holder of a Permitted Lien permitted by Section 11.5 restricting the transfer of the property subject thereto; (F) customary restrictions and or conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 11.6 pending the consummation of such sale; , (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents organization documents or pursuant to any joint venture agreement or stockholders stockholders’ agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture Venture, (H) the Senior Loan Documents, and (HI) any agreement in effect on the Closing Second Amendment Effective Date as and set forth on Schedule 5.1611.10; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Financing Documents of or the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall The Company will not, and will not permit any Credit Party to, issue any Stock or Stock Equivalents (i) if and pledge such issuance would result in an Event of Default Stock or Stock Equivalents to the Senior Agent under subsection 7.1(m) and (ii) the Senior Loan Documents unless such Stock and Stock Equivalents are pledged to the Collateral Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers are pledged to the Senior Agent as of under the Closing DateSenior Loan Documents.”

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiariesother Credit Party, in each case, other than as provided in this Agreement, any other Loan Document or any Second Lien Term Loan Document. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: except in connection with (i) encumbrances any document or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; (B) Indebtedness instrument governing Liens permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement subsections 5.1(h), 5.1(i) and 5.1(q) or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture otherwise permitted hereunder and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; , provided, in each case, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) any encumbrances customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 5.4 and applicable solely to such joint ventures entered into in the ordinary course of business, (iii) customary restrictions in leases, subleases, licenses or restrictions imposed by any amendments or refinancings that are asset sale agreements otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; hereby provided that any such amendments restriction contained therein relates only to the asset or refinancings are no more restrictive with respect to such encumbrances assets subject thereto and restrictions than those prior to such amendment (iv) this Agreement, any other Loan Document or refinancingany Second Lien Term Loan Document. (b) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m7.1(k) and (ii) unless unless, in the case of any issuance by a Credit Party other than the Borrower, such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Credit Parties owned by the Borrower are pledged to the Agent as of the Closing Date.

No Negative Pledges. With respect to the Credit Parties: (a) No Credit Party shall, and no Credit Party shall permit Permit any of its Subsidiaries to, directly or indirectlytheir Subsidiaries, to (i) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any Borrower or any such Subsidiary Guarantor to pay dividends or make any other distribution on any of such Subsidiary’s Borrowers’ or such Guarantors’ Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a any Borrower or any of its Subsidiaries. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, such Guarantor or (ii) directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding , except, in the foregoing two sentences, the following encumbrances or restrictions shall be permitted: case of clauses (i) encumbrances or restrictions existing under or by reason of and (Aii), the following: (1) this Agreement and the other Loan Credit Documents; , (B2) Indebtedness permitted by Section 5.5(d); in connection with any document or instrument governing Permitted Liens, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Liens, (C3) customary provisions restricting subletting any other agreement that does not restrict in any manner (directly or assignment indirectly) Liens created pursuant to the Credit Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any lease governing a leasehold interest; (D) customary provisions restricting assignment Lien securing any indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any agreement entered into by a Subsidiary of a Borrower in or any such Guarantor to secure the Ordinary Course of Business; Obligations or (E4) any holder prohibition or limitation that (a) exists pursuant to applicable Requirements of a Permitted Lien restricting the transfer Law, (b) consists of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale disposition of any property permitted under Section 5.2 7.6 pending the consummation of such sale; disposition or (Gc) in the case restricts subletting or assignment of any lease governing a leasehold interest of a Joint Venture, restrictions in Borrower or such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingGuarantor. (b) No Borrower (other than ITG) shall issue Issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are is pledged to the Agent, for the benefit of the Secured PartiesLenders or Holders, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Borrower Agent is pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiariesother Credit Party, in each case, other than as provided in this Agreement, any other Loan Document or any First Lien Loan Document. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: except in connection with (i) encumbrances any document or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; (B) Indebtedness instrument governing Liens permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement subsections 5.1(h), 5.1(i) and 5.1(q) or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture otherwise permitted hereunder and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; , provided, in each case, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) any encumbrances customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 5.4 and applicable solely to such joint ventures entered into in the ordinary course of business, (iii) customary restrictions in leases, subleases, licenses or restrictions imposed by any amendments or refinancings that are asset sale agreements otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; hereby provided that any such amendments restriction contained therein relates only to the asset or refinancings are no more restrictive with respect to such encumbrances assets subject thereto and restrictions than those prior to such amendment (iv) this Agreement, any other Loan Document or refinancingany First Lien Loan Document. (b) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m7.1(k) and (ii) unless unless, in the case of any issuance by a Credit Party other than the Borrower, such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Credit Parties owned by the Borrower are pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party's or Subsidiary’s Stock 's Shares or Stock Share Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiariesother Credit Party except any restrictions contained in the Loan Documents, the Indenture Documents or the Factoring Facility Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except: (i) encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; ; (Bii) Indebtedness under the Indenture Documents; (iii) under the Factoring Facility Documents; (iv) in connection with any document or instrument governing Liens permitted by Section 5.5(dpursuant to Sections 5.1(h), 5.1(i), 5.1(v), 5.1(w) and 5.1(y); provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens; (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (Fv) customary restrictions and conditions contained in any agreement relating to the sale sale, assignment, lease, conveyance, transfer or other disposition of any property asset permitted under Section 5.2 pending the consummation of such sale; , assignment, lease, conveyance, transfer or other disposition; (Gvi) restrictions binding upon a Person acquired by a Credit Party (other than any Holding Company), which restrictions were in existence at the time of such Acquisition (but not created in contemplation or anticipation thereof or to provide all or any portion of the funds or credit support utilized to consummate such Acquisition), which restrictions are not applicable to any Person, or the Property of any Person, other than the Person and its Subsidiaries, or the Property of the Person and its Subsidiaries, so acquired; (vii) customary restrictions in joint venture, partnership and other similar agreements applicable to joint ventures or partnerships, as the case may be, permitted under Section 5.4 and applicable solely to such joint venture or partnership, as the case may be, entered into in the case Ordinary Course of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and Business; (Hviii) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments document or refinancings that are otherwise permitted instrument relating to Indebtedness incurred by the Loan Documents of the agreements referred a Foreign Subsidiary pursuant to in clause (iSection 5.5(m) above; provided that any such amendments or refinancings are no more restrictive with respect restriction contained therein is limited to such encumbrances and Foreign Subsidiary's assets pledged as security in connection with such Indebtedness; and (ix) pursuant to restrictions than those prior to such amendment existing solely under or refinancingby reason of applicable Requirements of Law. (b) No Borrower (other than ITG) Credit Party shall issue any Stock Shares or Stock Share Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(mSection 7.1(k) and (ii) unless such Stock Shares and Stock Share Equivalents are are, to the extent required by Section 4.13, pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock Shares and Stock Share Equivalents of the Borrowers such Credit Party are pledged to the Agent as of the Closing DateAgent.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Subsidiary of a Credit Party to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any other Credit Party, except for (a) any restriction in the Loan Documents, ABL Loan Documents and the 6.75% Notes Indenture, (b) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and applicable solely to such joint venture entered into in the Ordinary Course of its SubsidiariesBusiness, (c) restrictions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and (e) restrictions binding upon any Foreign Subsidiary in connection with the incurrence of any Indebtedness permitted hereunder. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding acquired except (a) in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(h), 5.1(i) and 5.1(r) provided that any such restriction contained therein relates only to the foregoing two sentencesasset or assets subject to such permitted Liens, the following encumbrances or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (Fb) customary restrictions and conditions contained in any agreement relating leases, subleases, licenses or asset sale agreements otherwise not prohibited hereby so long as such restrictions relate to the sale assets subject thereto, (c) prohibitions existing pursuant to applicable law, (d) restrictions binding upon a Subsidiary at the time the Subsidiary becomes a Subsidiary so long as such obligation was not entered into in contemplation of such Person becoming a Subsidiary, and (v) restrictions binding upon any Foreign Subsidiary in connection with the incurrence of any property Indebtedness permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancinghereunder. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiariesother Credit Party except pursuant to any document or instrument governing Indebtedness permitted pursuant to subsections 5.5(c), 5.5(f), 5.5(h), 5.5(k) and 5.5(m) (in each case that do not impair in any material respect, the Credit Parties’ ability to satisfy the Obligations (as determined by the Borrower in good faith)). No Credit Party shall, and no Credit Party shall permit any of its U.S. Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the AgentCollateral Agent for the benefit of the Secured Parties, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except (i) encumbrances in connection with any document or restrictions existing under instrument governing Liens permitted pursuant to subsections 5.1(a), 5.1(h), 5.1(l), 5.1(o), 5.1(p) and 5.1(v), provided that any such restriction contained therein relates only to the asset or by reason of assets subject to such permitted Liens or (Aii) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of contained in any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of connection with a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingAcquisition. (b) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m7.1(k) and (ii) unless such Stock and Stock Equivalents are pledged to the Collateral Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the other Stock and Stock Equivalents of the Borrowers such Credit Party are pledged to the Agent as of the Closing DateCollateral Agent.

No Negative Pledges. (a) No Credit Party shallThe Company shall not, and no Credit Party the Company shall not permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of the Company or any such Subsidiary of its Subsidiaries to pay dividends or make any other distribution on any of such SubsidiaryPerson’s Stock Shares or Stock Share Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower the Company or any of its Subsidiaries. No other Credit Party shallexcept any restrictions contained in the Note Purchase Documents, the Prepetition Notes Documents, the ABL Documents, the ABL DIP Facility or the Factoring Facility Documents, in each case, as in effect on the date hereof. The Company shall not, and no Credit Party the Company shall not permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except: (i) encumbrances under the Note Purchase Documents, in each case, as in effect on the date hereof or restrictions existing as amended, supplemented or otherwise modified from time to time with the prior written consent of the Required Holders; (ii) under or by reason of (A) this Agreement the ABL Documents and the other Loan ABL DIP Facility, in each case, as in effect on the date hereof or as amended, supplemented or otherwise modified from time to time in accordance with Section 10.15; (iii) under the Factoring Facility Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting , in each case, as in effect on the date hereof or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in as amended, supplemented or otherwise modified from time to time with the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer prior written consent of the property Required Holders; (iv) in connection with any document or instrument governing Liens permitted pursuant to Sections 10.5 applicable to Capital Lease Obligations and purchase money security interests; provided that any such restriction contained therein relates only to the asset or assets subject thereto; to such permitted Liens; (Fv) customary restrictions and conditions contained in any agreement relating to the sale sale, assignment, lease, conveyance, transfer or other disposition of any property asset permitted under Section 5.2 10.2 pending the consummation of such sale; , assignment, lease, conveyance, transfer or other disposition; (Gvi) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments document or refinancings that are otherwise permitted instrument relating to Indebtedness incurred by the Loan Documents of the agreements referred a Foreign Subsidiary pursuant to in clause (i) above; Section 10.5 provided that any such amendments or refinancings are no more restrictive with respect restriction contained therein is limited to such encumbrances and Foreign Subsidiary’s assets pledged as security in connection with such Indebtedness; and (vii) pursuant to restrictions than those prior to such amendment existing solely under or refinancingby reason of applicable Requirements of Law. (b) No Borrower (other than ITG) The Company shall not, and the Company shall not permit any Credit Party to, issue any Stock Shares or Stock Share Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock Shares and Stock Share Equivalents are are, pledged to the Agent, for the benefit of the Secured PartiesHolders, as security for the Obligations, on substantially and the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged net proceeds are applied to the Agent as of the Closing DateObligations in accordance with Section 8.3.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any other Credit Party, other than as set forth in this Agreement or the other Loan Documents and except for customary restrictions and conditions contained in any agreement relating to the sale of its Subsidiariesany Property permitted under Section 5.2 pending the consummation of such sale. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the an Agent, whether now owned or hereafter acquired. Notwithstanding acquired except (a) in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(h), 5.1(i) and 5.1(w) provided that any such restriction contained therein relates only to the foregoing two sentencesasset or assets subject to such permitted Liens, (b) with respect to operating leases and other third-party contracts, customary limitations on the following encumbrances or restrictions shall be permitted: (i) encumbrances or restrictions existing under or by reason ability of (A) this Agreement and a party thereto to assign its interests in the underlying contract without the consent of the other Loan Documents; party thereto (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary provided nothing therein limits the ability of a Borrower party thereto to assign its interests in the Ordinary Course of Business; and to all proceeds derived from or in connection with such contract) and (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (Fc) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its SubsidiariesSubsidiaries other than as set forth in the Loan Documents, except for (i) such impairments, restrictions, limitations or encumbrances existing under any agreement which is in existence at the time any Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Borrower, (ii) such impairments, restrictions, limitations or encumbrances under any agreements relating to joint ventures of Borrower or any Subsidiary to the extent that the creation and existence of such joint venture is permitted hereunder, (iii) such restrictions, limitations or encumbrances existing under any Indebtedness of a Foreign Subsidiary permitted pursuant to Section 5.5 solely to the extent that such restrictions, limitations or encumbrances are limited to the assets or properties of such Foreign Subsidiary and (iv) such restrictions, limitations or encumbrances existing under any Indebtedness permitted pursuant to Section 5.5 and incurred after the Closing Date solely to the extent that such restrictions, limitations or encumbrances are not more restrictive than those contained in this Agreement. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances acquired except (a) in connection with any document or restrictions shall be permitted: instrument governing Liens permitted pursuant to subsections 5.1(h) and (i) encumbrances provided that any such restriction contained therein relates only to the asset or restrictions existing under or by reason assets subject to such permitted Liens (b) with respect to operating leases and other third-party contracts, customary limitations on the ability of (A) this Agreement and a party thereto to assign its interests in the underlying contract without the consent of the other Loan Documents; party thereto (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary provided nothing therein limits the ability of a Borrower party thereto to assign its interests in the Ordinary Course of Business; and to all proceeds derived from or in connection with such contract), (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (Fc) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 5.2 pending the consummation of such sale; , (Gd) such restrictions, limitations or encumbrances existing under any agreement which is in existence at the case time any Person becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Borrower, (e) such restrictions, limitations or encumbrances existing under any Indebtedness of a Joint Venture, restrictions in such person’s Organization Documents or Foreign Subsidiary permitted pursuant to any joint venture agreement or stockholders agreements Section 5.5 solely to the extent that such restrictions, limitations or encumbrances are limited to the assets or properties of the Stock such Foreign Subsidiary, (f) such restrictions, limitations or Stock Equivalents of or property held in the subject Joint Venture encumbrances existing under any Indebtedness permitted pursuant to Section 5.5 and (H) any agreement in effect on incurred after the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by solely to the Loan Documents of the agreements referred to in clause (i) above; provided extent that such amendments restrictions, limitations or refinancings encumbrances are no not more restrictive with respect to such encumbrances and restrictions than those prior contained in this Agreement and (g) such restrictions, limitations or encumbrances existing under any Indebtedness permitted pursuant to Section 5.5 of a joint venture (other than a Subsidiary), the creation and existence of which joint venture is permitted hereunder, solely to the extent that such amendment restrictions, limitations or refinancingencumbrances are limited to the assets or properties of such joint venture (other than a Subsidiary). (b) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m7.1(k) and (ii) except in the case of Parent, unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers such Credit Party are pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to to: (A) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiaries. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (B) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding acquired except in connection with any document or instrument governing Liens permitted pursuant to Section 5.1 provided that any such restriction contained therein relates only to the foregoing two sentencesasset or assets subject to such permitted Liens; provided, that the following agreements, restrictions, encumbrances or restrictions Contractual Obligations shall be permitted: : (i) encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents; ; (B) Indebtedness permitted by Section 5.5(d); (Cii) customary provisions in leases restricting the subletting or assignment of any lease governing a thereof (and restricting liens on the leasehold interest; assets subject thereto); (Diii) customary provisions restricting assignment of any agreement in agreements or licenses entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; Business restricting assignment of such agreement or license to the extent not materially interfering with the use of such licenses or agreements; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (Fiv) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 5.2 pending the consummation of such sale, provided that (1) such restrictions and conditions apply only to the property to be sold, and (2) such sale is permitted hereunder; and (Gv) in the case of a Joint Venture, negative pledges and restrictions in favor of the holder of deposits constituting Permitted Liens so long as such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements negative pledges and restrictions extend solely to the extent amounts on deposit with such holders and not any other assets of the Stock Credit Parties or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingtheir Subsidiaries. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiariesother Credit Party except those contained in the Second Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the Second Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the AgentAgent securing Obligations, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except (i) encumbrances in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions existing under set forth in a lease of Real Estate if and to the extent same only apply to the Borrower’s leasehold estate created by such lease, and (iii) any prohibition or by reason of limitation that (A) this Agreement and the other Loan Documents; exists pursuant to applicable Requirements of Law, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment consists of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venturesale or disposition, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive but only with respect to such encumbrances and restrictions than those prior the property subject to such amendment sale or refinancingdisposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easements. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, to (a) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Loan Party or Subsidiary to pay dividends or make any other distribution on any of such Loan Party’s or Subsidiary’s Capital Stock or Stock Equivalents or to pay fees, including management fees, fees or make other payments and distributions to a the Borrower or any of its Subsidiaries. No Credit Party shallother Loan Party, and no Credit Party shall permit or to make loans or advances to the Borrower, or to transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to the Borrower, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral Agent, whether now owned or hereafter acquired. Notwithstanding ; provided that the foregoing two sentences, the following encumbrances or in this Section 9.24 shall not apply to restrictions shall be permitted: and conditions (i) encumbrances imposed by Requirements of Law, (ii) imposed by the Loan Documents or restrictions the Convertible Note Agreement (or any related document), (iii) existing under on the date hereof and identified on Schedule 9.24 (but shall apply to any extension or by reason of renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (Aiv) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) to customary restrictions and conditions contained in any agreement agreements relating to the sale of any property permitted under Section 5.2 a Subsidiary pending the consummation of such sale; (G) in the case of a Joint Venture, provided such restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely and conditions apply only to the extent Subsidiary that is to be sold and such sale is permitted by the terms of this Agreement; provided further that clause (b) of the Stock foregoing shall not apply to (i) restrictions or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions conditions imposed by any amendments or refinancings that are otherwise agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) this Agreement if such issuance would result in an Event of Default under subsection 7.1(m) restrictions or conditions apply only to the property or assets securing such Indebtedness and (ii) unless such Stock and Stock Equivalents are pledged to customary provisions in leases restricting the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Dateassignment thereof.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiariesother Credit Party except those contained in the Second Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the Second Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the AgentAgent securing Obligations, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except (i) encumbrances in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions existing under set forth in a lease of Real Estate if and to the extent same only apply to the Borrower’s leasehold estate created by such lease, and (iii) any prohibition or by reason of limitation that (A) this Agreement and the other Loan Documents; exists pursuant to applicable Requirements of Law, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment consists of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venturesale or disposition, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive but only with respect to such encumbrances and restrictions than those prior the property subject to such amendment sale or refinancingdisposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easements. (b) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(mSection 7.1(k). No Credit Party (other than Holdings) and (ii) shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Credit Parties owned by Holdings are pledged to the Agent as of the Closing Restatement Effective Date.

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiariesother Credit Party except those contained in the Second Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the Second Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the AgentAgent securing Obligations, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: acquired except (i) encumbrances in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions existing under set forth in a lease of Real Estate if and to the extent same only apply to the Borrower’s leasehold estate created by such lease, and (iii) any prohibition or by reason of limitation that (A) this Agreement and the other Loan Documents; exists pursuant to applicable Requirements of Law, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment consists of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale; (G) in the case of a Joint Venturesale or disposition, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive but only with respect to such encumbrances and restrictions than those prior the property subject to such amendment sale or refinancingdisposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easements. (b) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(mSection 7.1(kl). No Credit Party (other than Holdings) and (ii) shall issue any Stock or Stock Equivalents unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Credit Parties owned by Holdings are pledged to the Agent as of the Closing Restatement Effective Date.

No Negative Pledges. (a) No Credit Except pursuant to the Loan Documents, no Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual prohibition or limitation on Contractual Obligation that limits the ability of any such Loan Party or a Subsidiary to pay to the Loan Parties or any Subsidiary of a Loan Party dividends or make any other distribution to the Loan Parties or any Subsidiary of any Loan Party on any of such Loan Party’s or Subsidiary’s Stock Equity Interests or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiaries. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Loan Party in favor of the Administrative Agent, whether now owned or hereafter acquired. Notwithstanding ; provided that the foregoing two sentences, the following encumbrances or restrictions shall be permitted: clauses (i) encumbrances or restrictions existing under or by reason of and (ii) shall not apply to Contractual Obligations which (A) this Agreement (x) exist on the date hereof (including, without limitation, the 2021 Convertible Senior Notes Indenture and the other Loan Documents; 2027 Notes Indenture) or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any disposition permitted by Section 5.5(d6.02 (so long as the applicable 1212ACTIVE 224321401v.2 restriction applies solely to the assets the subject of such disposition); , (CE) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures otherwise permitted under this Agreement, (F) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.05(a)(iii) but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (G) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest; interest of the Borrower or any Subsidiary, (DI) are customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course ordinary course of Business; business, and (EJ) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary are restrictions and conditions contained in any agreement relating to the sale of any property permitted on cash or other deposits imposed by customers under Section 5.2 pending the consummation of such sale; (G) contracts entered into in the case ordinary course of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingbusiness. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Credit Loan Party shall, and no Credit Loan Party shall permit any of its Subsidiaries to, directly or indirectly, to (a) create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Loan Party or Subsidiary to pay dividends or make any other distribution on any of such Loan Party’s or Subsidiary’s Capital Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiaries. No Credit Party shallother Loan Party, and no Credit Party shall permit or to make loans or advances to the Borrower, or to transfer any of its Subsidiaries tothe properties or assets of such Subsidiary to the Borrower, directly or indirectly, (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral Agent, whether now owned or hereafter acquired. Notwithstanding ; provided that the foregoing two sentences, the following encumbrances or in this Section 9.24 shall not apply to restrictions shall be permitted: and conditions (i) encumbrances imposed by Requirements of Law, (ii) imposed by the Note Documents, (iii) existing on the date hereof and identified on Schedule 9.24 (but shall apply to any extension or restrictions existing under renewal of, or by reason of any amendment or modification expanding the scope of, any such restriction or condition), (Aiv) this Agreement and the other Loan Documents; (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) to customary restrictions and conditions contained in any agreement agreements relating to the sale of any property permitted under Section 5.2 a Subsidiary pending the consummation of such sale; (G) in the case of a Joint Venture, provided such restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely and conditions apply only to the extent Subsidiary that is to be sold and such sale is permitted by the terms of the Stock this Agreement, (v) clause (b) shall not apply to restrictions or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions conditions imposed by any amendments or refinancings that are otherwise agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or conditions apply only to the Loan Documents of the agreements referred to in property or assets securing such Indebtedness and (vi) clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for foregoing shall not apply to customary provisions in leases restricting the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Dateassignment thereof.

No Negative Pledges. Except pursuant to the Loan Documents, the 2012 Note Indenture, the 2014 Notes Indenture, the 2015 Notes Indenture, the 2016 Notes Indenture, and the Collateral Trust Agreement (a) No or any indenture or agreement pursuant to which the Existing Notes are then outstanding or any permitted refinancing thereof), no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to (i) create or otherwise cause or suffer to exist or become effective any consensual prohibition or limitation on Contractual Obligation that limits the ability of any such Credit Party or a Subsidiary to pay to the Credit Parties or any Subsidiary of a Credit Party dividends or make any other distribution to the Credit Parties or any Subsidiary of any Credit Party on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to a Borrower or any of its Subsidiaries. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (ii) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any assets of its assets a Credit Party in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding ; provided that the foregoing two sentences, the following encumbrances or restrictions shall be permitted: clauses (i) encumbrances or restrictions existing under or by reason of and (ii) shall not apply to Contractual Obligations which (A) this Agreement and (x) exist on the other Loan Documents; date hereof or (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement relating to Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (B) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) are binding on a Foreign Subsidiary and relate to Indebtedness of a Foreign Subsidiary of the Borrower which is permitted hereunder, (D) arise in connection with any disposition permitted by Section 5.5(d5.2 (so long as the applicable restriction applies solely to the assets the subject of such disposition); , (CE) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures otherwise permitted under this Agreement, (F) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 5.5(a)(4) but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (G) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (H) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest; interest of the Borrower or any Subsidiary, (DI) are customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course ordinary course of Business; business, and (EJ) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary are restrictions and conditions contained in any agreement relating to the sale of any property permitted on cash or other deposits imposed by customers under Section 5.2 pending the consummation of such sale; (G) contracts entered into in the case ordinary course of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Stock or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingbusiness. (b) No Borrower (other than ITG) shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers pledged to the Agent as of the Closing Date.

No Negative Pledges. (a) No Except pursuant to the Loan Documents and the First Mortgage Notes Indenture (or any indenture or agreement pursuant to which the First Mortgage Notes are then outstanding or any Permitted Refinancing thereof), (i) no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual prohibition restriction or limitation encumbrance of any kind on the ability of any such Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents (other than Constar Holland with respect to any Constar Holland Financing) or to pay fees, including management fees, or make other payments and distributions to a the Borrower or any of its Subsidiaries. No Credit Party and (ii) no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired. Notwithstanding the foregoing two sentences, the following encumbrances or restrictions shall be permitted: except, in any case under clauses (i) encumbrances or restrictions existing under (ii) above, in connection with (1) any document or by reason of instrument governing Liens permitted pursuant to subsections 5.1(h) and 5.1(i), the First Mortgage Notes Indenture (or any Permitted Refinancing thereof) or any Constar Holland Financing, provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens and (2) any prohibition or limitation that (A) this Agreement and the other Loan Documents; exists pursuant to applicable Requirements of Law, (B) Indebtedness permitted by Section 5.5(d); (C) customary provisions restricting subletting or assignment consists of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into by a Subsidiary of a Borrower in the Ordinary Course of Business; (E) any holder of a Permitted Lien restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale; sale or disposition, but only with respect to the property subject to such sale or disposition or (GC) in the case restricts licensing, sublicensing or assignment of a Joint Venture, restrictions in such person’s Organization Documents or pursuant to any joint venture agreement or stockholders agreements solely contract (but not the creation of a Lien thereon to the extent constituting Collateral), or subletting or assignment of the Stock any lease governing a leasehold interest, of any Credit Party or Stock Equivalents of or property held in the subject Joint Venture and (H) any agreement in effect on the Closing Date as set forth on Schedule 5.16; or (ii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise Subsidiary thereof permitted by the Loan Documents of the agreements referred to in clause (i) above; provided that such amendments or refinancings are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancinghereunder. (b) No Borrower (other than ITG) Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(m7.1(k) and (ii) unless unless, in the case of any Credit Party other than Holdings, such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers Credit Parties owned by the Credit Parties are pledged to the Agent as of the Closing Date, to the extent not excluded by Section 4.15.