Common use of No Further Negative Pledge Clause in Contracts

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien for an obligation if a Lien is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirements, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereunder, (c) consists of customary provisions in leases and other contracts restricting subletting or assignment thereof, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and (f) is imposed by any amendment or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) above; provided, that such amendments or refinancings are permitted hereunder or are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenuesassets, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 and (4c) any prohibition or limitation that (ai) exists pursuant to applicable Legal Requirements, or (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property pending the consummation of such sale or other dispositionsale; provided, provided that (i1) such restrictions apply only to such property, the property to be sold and (ii) such sale or other disposition is permitted hereunder, and (c2) consists of customary provisions in leases and other contracts restricting such sale is permitted hereunder, or (iii) restricts subletting or assignment thereof, of any lease governing a leasehold interest of Borrower or one of its Subsidiaries; (d) consists of customary restrictions prohibitions and conditions in joint venture and similar agreements, (e) is limitations contained in any agreement to which a Subsidiary is a party that was in effect at the time such Subsidiary becomes became a Subsidiary of a Borrower, so long as such agreement was not entered into in connection with anticipation or in contemplation of such person becoming a Subsidiary and such prohibitions and limitations only relate to such Subsidiary; (e) customary non-assignment provisions in customer contracts and licenses of Borrower(or any other grants of rights to use) Intellectual Property, in each case entered into in the ordinary course of business; and (f) is imposed by any amendment or refinancings amendments that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) abovethis Section 6.17; provided, provided that such amendments or refinancings are permitted hereunder or are no more restrictive with respect to the prohibitions and limitations in such encumbrances and restrictions than those contracts, instruments or obligations as in effect prior to any such amendment or refinancingamendment.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party or any Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenuesrevenues constituting or required to constitute Collateral under the Loan Documents or which is subject to Section 6.10(c), whether now owned or hereafter acquired, or which requires the grant of any Lien security in such property or revenues for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and Agreement, the other Loan Documents, the ABL Credit Agreement Documents and the documents governing any Indebtedness incurred pursuant to Sections 7.03(c), (d), (e), (f), (h), (j), (r), and (s) and (aa); (2) any documentation governing Permitted Unsecured Refinancing Debt, Permitted Pari Passu Refinancing Debt or Permitted Junior Refinancing Debt; (3) covenants in documents creating Liens permitted by Section 6.01(k) 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 and (434) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists restricts sublicensing, the granting of customary provisions in leases and other contracts restricting a Lien or subletting or assignment of any contract, license or lease of a Loan Party or a Subsidiary thereof, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowera Loan Party, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and a Loan Party or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause subsection (3) and 4(e) above34)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Subordinated Loan Credit Agreement Documents as in effect on the Closing Date; (4) 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 Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of BorrowerSubsidiary, and (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d) or (f) exists pursuant to agreements described under Section 6.12(v) (with respect to any Loan Party) and 4(e) abovejoint ventures described in Section 6.12(xii); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Holdings or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of BorrowerHoldings, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Existing Note Documents (prior to the Refinancing) and the Term Loan Credit Agreement Documents (and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(ePermitted Refinancing thereof); (4) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (5) any “equal and ratable” clause in any unsecured debt permitted by under Section 6.01 and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary Subsidiary, (e) consists of Borrowercustomary provisions restricting assignment of any agreement entered into by a Loan Party in the ordinary course of business consistent with its historic business practices, and (f) agreements governing any Incremental Equivalent Debt (as defined in the Term Loan Credit Agreement) constituting Permitted Term Loan Debt (and any Permitted Refinancing thereof), (g) agreements governing any Refinancing Equivalent Debt (as defined in the Term Loan Credit Agreement) constituting Permitted Term Loan Debt (and any Permitted Refinancing thereof) or (h) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) abovethis Section 6.14; provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Except with respect to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien for an obligation if a Lien is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 and (4) any prohibition or limitation that (a) exists specific property encumbered to secure payment of particular Indebtedness permitted under Section 8.03(c) or to be sold pursuant to applicable Legal Requirementsan executed agreement with respect to an asset sale permitted under Section 8.05, (b) consists enforceable provisions in leases permitted under Section 8.03(c) or operating leases (including real property leases) prohibiting assignment or encumbrance of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereunderapplicable leasehold interest, (c) consists of customary provisions in leases and other contracts restricting subletting or assignment thereofagreements granting Liens permitted by this Agreement, (d) consists of customary restrictions and conditions agreements in joint venture and similar agreementseffect on the Closing Date, (e) is provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement that restrict attachment of Liens on such joint venture (or similar entity’s) assets or Equity Interests, (f) any agreement in effect at the time such Subsidiary the Person becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person the Person becoming a Subsidiary Subsidiary, (g) customary provisions in agreements entered into in the ordinary course of Borrowerbusiness restricting assignment of such agreement; provided that Borrower has complied with its obligations under Section 7.17, if applicable, and (fh) is imposed by any amendment agreement amending, refinancing or refinancings that are otherwise permitted by the Loan Documents replacing any of the contractsforegoing (so long as Borrower has complied with its obligations under Section 7.17, instruments if applicable, and any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or obligations referred replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to in clause (3) and 4(e) above; providedsecure the Obligations. In addition, that such amendments or refinancings are permitted hereunder or are no more restrictive other than with respect to provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement that may restrict dividends or guaranties from such encumbrances and restrictions than those prior entity, enter into any Contractual Obligation limiting the ability of any Subsidiary to such amendment (a) make Restricted Payments to Borrower or refinancingany Guarantor or to otherwise transfer property to Borrower or any Guarantor, or (b) Guarantee the Indebtedness of Borrower.

No Further Negative Pledge. Enter into or suffer to exist or become effective any agreement, instrument, deed or lease which agreement that prohibits or limits the ability of any Company Borrower to create, incur, assume or suffer to exist any Lien upon any of its properties property or revenues, whether now owned or hereafter acquired, or which requires to secure the grant Obligations other than (i) agreements existing as of the Closing Date (including the First Lien Financing Agreement and the documents governing any Lien for an obligation if a Lien is granted for another obligationQualified Additional Financing and Permitted Refinancing), except the following: and (1ii) (a) this Agreement and the other Loan Documents; Financing Agreements and any Indebtedness permitted under Section 6.01(f), (2b) covenants in documents creating Liens permitted by Section 6.01(k) prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness any Liens permitted to be incurred under Section 6.01(e) and hereunder (l) or any other secured Indebtedness permitted by Section 6.01 and (4) in each such case, any prohibition or limitation that (a) exists pursuant to applicable Legal Requirements, (b) consists of customary restrictions and conditions contained in any agreement relating to shall only be effective against the sale property financed thereby or other disposition of any property pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only subject to such property, Lien and (ii) such sale or other disposition is permitted hereunderproceeds thereof), (c) consists of customary nonassignment provisions contained in leases leases, licenses and similar agreements, joint venture arrangements and other contracts restricting subletting (in each case other than those with respect to Real Property) and so long as such restrictions are limited to such leases, licenses and similar agreements, joint venture arrangements or assignment thereofother contracts, or, in the case of leases, licenses and similar agreements, the property subject thereto), (d) consists of customary restrictions any agreements governing any Excluded Property or other property with respect to which the Loan Documents do not require Lender to have a security interest (in which case any prohibition or limitation shall only be effective against such Excluded Property or other such property applicable thereto and conditions in joint venture and similar agreementsproceeds thereof), (e) is in as required by applicable Law, including any agreement in effect at Gaming Law, (f) restrictions on the time such Subsidiary becomes transfer of any property subject to a Subsidiary of Borrowercontract with respect to an Asset Sale or other transfer, so long as such agreement was not entered into conveyance or disposition permitted under this Agreement, (g) restrictions on deposits made in connection with license applications or to secure letters of credit or surety or other bonds issued in contemplation connection therewith or deposits made in the ordinary course of such person becoming a Subsidiary business with respect to insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto), (h) the subordination provisions of any Indebtedness owed to Borrower, and (fi) is imposed by any amendment agreements, encumbrances or refinancings that are otherwise permitted by restrictions existing on the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) above; provided, that such amendments or refinancings are permitted hereunder or are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingClosing Date.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires to secure the grant of any Lien for an obligation if a Lien is granted for another obligationObligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 and (4) any prohibition or limitation (i) that (a) exists exist pursuant to applicable Legal RequirementsRequirements of Law, (bii) consists that consist of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of the Equity Interests of a Subsidiary or any property permitted under Section 6.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (ciii) consists of customary provisions in leases and other contracts restricting that restrict subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Restricted Subsidiary, (div) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is that exist in any agreement in effect at the time such Restricted Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary, (v) that is in effect on the Closing Date under Indebtedness existing on the Closing Date and set forth on Schedule 6.01(b), under the Indenture and the Seniors Notes or any agreements related to any Permitted Refinancing Indebtedness in respect of any such Indebtedness that does not expand the scope of any such prohibition or limitation; (vi) contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business; (vii) that restrict assignment of any agreement entered into in the ordinary course of business; (viii) contained in the document relating to any Lien, so long as (1) such Lien is a Permitted Lien and such prohibition or limitation is not created for purposes of avoiding the restrictions imposed by this Section 6.13; (ix) imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property security such Indebtedness; (x) in respect of customary net worth provisions contained in Real Property leases entered into by Subsidiaries; (xi) in agreements representing Indebtedness permitted under Section 6.01 of a Subsidiary that is not a Guarantor; (xii) imposed on cash or other deposits by customers under contracts entered into in the ordinary course of Borrower, business; (xiii) that exists pursuant to agreements described under Section 6.10(v) (with respect to any Loan Party) and joint ventures described in Section 6.10(xii) or (fxiii) that is imposed by any amendment amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations agreements referred to in clause (3i) and 4(ethrough (xiii) aboveof this Section 6.13; provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquiredacquired to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Senior Note Documents and the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 Documents; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person so acquired; and provided that no such person becoming shall be a Subsidiary of BorrowerBorrowing Base Guarantor, and no properties of any such person shall be included in the Borrowing Base, to the extent such prohibition or limitation is applicable to the Liens under the Security Documents or requires the grant or creation of a Lien on any of the Revolving Credit Priority Collateral, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more 184 materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned as of the Original Closing Date or hereafter thereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) SECTION 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Subordinated Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementslaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under SECTION 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of U.S. Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of U.S. Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(e); provided, PROVIDED that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Note Documents, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of the Borrowers or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowerthe Borrowers, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquiredacquired to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement Documents, (4) the Additional Senior Secured Indebtedness Documents, and related documentsdocuments relating to any Permitted First Priority Refinancing Debt, any agreements governing Permitted Second Priority Refinancing Debt and Junior Secured Indebtedness permitted (so long as such documents permit Liens to be incurred under Section 6.01(e) secure the Secured Obligations); and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsApplicable Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person so acquired; and provided that no such person becoming shall be a Subsidiary of BorrowerBorrowing Base Guarantor, and no properties of any such person shall be included in the Borrowing Base, to the extent such prohibition or limitation is applicable to the Liens under the Security Documents or requires the grant or creation of a Lien on any of the Revolving Credit Priority Collateral, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (4) and 4(e) aboveor (5)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of Borrower or any Company Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Term Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted to be incurred under Section 6.01(e) and (l) or other obligation by virtue of the granting of Liens on or pledge of property of Borrower or any other secured Indebtedness permitted by Section 6.01 Restricted Subsidiary to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsLaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Restricted Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter Holdings will not, and will not permit any of the Restricted Subsidiaries to enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term documentation with respect to the Existing Senior Notes and the Existing Senior Subordinated Notes, as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.04 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of BorrowerHoldings, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, securing the Secured Obligations or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationthe Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k6.02 (other than Section 6.02(p)) prohibiting further Liens on the properties encumbered thereby; thereby (32) the Term Loan Credit Agreement and related documentscovenants in documents evidencing, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured securing Indebtedness permitted by Section 6.01 6.01(k) to the extent that such covenants do not restrict in any manner (directly or indirectly) prior Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations; and (43) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) above3)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement Documents, (4) the Additional Senior Secured Indebtedness Documents, Permitted Short Term Loan Documents, and related documentsdocuments relating to any Permitted First Priority Refinancing Debt, any agreements governing Permitted Second Priority Refinancing Debt, Junior Secured Indebtedness and Other Secured Indebtedness (so long as such documents permit Liens to secure the Secured Obligations); (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted to be incurred under Section 6.01(e) hereunder and (l) or any other secured Indebtedness permitted by Section 6.01 and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsApplicable Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary, or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was 1125931.03I-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.05E-CHISR01A - MSW Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person so acquired; and provided that no such person becoming shall be a Subsidiary of BorrowerBorrowing Base Guarantor, and no properties of any such person shall be included in the Borrowing Base, to the extent such prohibition or limitation is applicable to the Liens under the Security Documents or requires the grant or creation of a Lien on any of the Revolving Credit Priority Collateral, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (4) and 4(e(5) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, or (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, unless, in the case of clauses (i) and (ii) a First Priority (subject to the terms of the Intercreditor Agreement) Lien over such Equity Interests has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenuesassets, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(l)) on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 and (4c) any prohibition or limitation that (ai) exists pursuant to applicable Legal Requirements, or (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property pending the consummation of such sale or other dispositionsale; provided, provided that (i1) such restrictions apply only to such property, the property to be sold and (ii) such sale or other disposition is permitted hereunder, and (c2) consists of customary provisions in leases and other contracts restricting such sale is permitted hereunder, or (iii) restricts subletting or assignment thereof, of any lease governing a leasehold interest of Borrower or one of its Subsidiaries; (d) consists of customary restrictions prohibitions and conditions in joint venture and similar agreements, (e) is limitations contained in any agreement to which a Subsidiary is a party that was in effect at the time such Subsidiary becomes became a Subsidiary of a Borrower, so long as such agreement was not entered into in connection with anticipation or in contemplation of such person Person becoming a Subsidiary and such prohibitions and limitations only relate to such Subsidiary; (e) customary non-assignment provisions in customer contracts and licenses of Borrower(or any other grants of rights to use) Intellectual Property, in each case entered into in the ordinary course of business; and (f) is imposed by any amendment or refinancings amendments that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) abovethis Section 6.17; provided, provided that such amendments or refinancings are permitted hereunder or are no more restrictive with respect to the prohibitions and limitations in such encumbrances and restrictions than those contracts, instruments or obligations as in effect prior to any such amendment or refinancingamendment.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into (or permit SPV VLCC Parent, SPV VLCC Unrestricted Subsidiary or any SPV VLCC Vessel Owner to enter into) any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Restricted Party to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; (3c) covenants in documents related to Indebtedness incurred pursuant Section6.01(q) in connection with an SPV Acquisition so long as such restrictions only apply to the Term Loan Credit Agreement applicable SPV Buyer and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and Vessel Holding Person thereof; (l) or any other secured Indebtedness permitted by Section 6.01 and (4d) any prohibition or limitation that (ai) exists pursuant to applicable Legal Requirements, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property pending the consummation of such sale or other dispositionsale; provided, that (ix) such restrictions apply only to such propertyproperty to be sold or disposed of, and (iiy) such sale or other disposition is permitted hereunder, (c) consists of customary provisions in leases and other contracts restricting subletting or assignment thereof, (diii) consists of customary restrictions on the assignment of leases, licenses and conditions other contracts entered into in the ordinary course of business, (iv) consists of Charter Contract Lien Restrictions with respect to any Vessel, (v) consists of customary prohibitions or limitations in joint venture and similar agreements, pooling agreements and other similar agreements restricting the pledge or assignment thereof or (vi) consists of other contractual restrictions on pledges or assignments in agreements entered into in the ordinary course of business solely to the extent such restrictions would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Legal Requirement (including the Bankruptcy Code) or principles of equity; and (e) is covenants in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrowerdocuments creating Liens that secure Pool Financing Indebtedness prohibiting Liens on Pool Financing Receivables., and (f) is imposed by at any amendment or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) above; provided, that such amendments or refinancings are permitted hereunder or are no more restrictive with respect to such encumbrances and restrictions than those time prior to such amendment or refinancingthe SPV VLCC Designations, covenants in the Sinosure Facility Agreement prohibiting Liens on (x) the Equity Interests issued by SPV VLCC Unrestricted Subsidiary and the SPV VLCC Vessel Owners and (y) the assets of SPV VLCC Parent, SPV VLCC Unrestricted Subsidiary and the SPV Vessel Owners.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of Holdings or any Company Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 7.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured 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 permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementsrequirements of any Governmental Authority, including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statues or case law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Note Documents as in effect on the Closing Date; (4) the Permitted Additional Notes, if any; (5) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.05 or the sale or other disposition of any property pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereunderunder Section 6.06, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Parent Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Parent Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary (e) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of Borrowerany person, and other than the person or the properties or assets of the person so acquired or (f) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (2), (3), (4) and 4(eor (6)(d) aboveor (e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered therebythereby and customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (3) the Term Revolving Credit Loan Credit Agreement Documents, (4) Standard Factoring Undertakings and related documents, any agreements governing Indebtedness Standard Securitization Undertakings in connection with transactions otherwise permitted to be incurred under Section 6.01(e) hereunder and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law or, solely with respect to any Foreign Subsidiary, is otherwise applicable to such Foreign Subsidiary and customary for similar transactions in its jurisdiction of organization, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming a Subsidiary of Borrowerso acquired, and (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which (x) limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary to encumber its ownership interest therein or (y) in the case of the ▇▇▇▇▇ Joint Venture Arrangement, limits the ability of Novelis Corporation or ▇▇▇▇▇ to encumber the ▇▇▇▇▇ Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the ▇▇▇▇▇ Location for use or processing by ▇▇▇▇▇ in accordance with the terms of the ▇▇▇▇▇ Joint Venture Arrangement; (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) and 4(e) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing; (h) consists of customary covenants in agreements entered into in the ordinary course of business restricting the pledge of such agreement, solely to the extent such negative pledge provision is not enforceable under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or similar applicable requirements of Applicable Law; or (i) consists of customary covenants or restrictions in any Joint Development Agreement restricting the pledge of any Intellectual Property developed 1304976.12A-NYCSR02A - MSW under such Joint Development Agreement; provided that (x) each Loan Party shall use commercially reasonable efforts to negotiate any Joint Development Agreement entered into by it after the Closing Date in a manner that avoids any such covenants or restrictions, (y) the Intellectual Property subject to any such covenants or restrictions shall not at any time, taken as a whole, constitute a material portion of the Intellectual Property owned or licensed by the Companies, taken as a whole, and (z) such Joint Development Agreement shall not prohibit or restrict the ability of any Agent to use the applicable Company’s rights in the Intellectual Property subject to such Joint Development Agreement during the continuance of an Event of Default, for purposes of enabling any Agent to exercise rights and remedies under the Loan Documents, including in accordance with Section 6.1 of the U.S. Security Agreement dated as of January 13, 2017 (as if such Section applies to the Intellectual Property subject to such Joint Development Agreement mutatis mutandis). Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon the assets of Novelis Corporation located at the ▇▇▇▇▇ Plant that constitute Excluded Property (other than any Lien in favor of ▇▇▇▇▇ or Tri-Arrows (or any successor of Tri-Arrows as Joint Venture partner in Logan) pursuant to the ▇▇▇▇▇ Joint Venture Arrangement) unless a Lien (subject to the Intercreditor Agreement) has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party or any Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and Agreement, the other Loan Documents, the ABL Credit Agreement Documents and the documents governing any Indebtedness incurred pursuant to Sections 7.03(c), (d), (e), (f), (h), (j), (k), (r), and (s); (2) covenants in documents creating Liens permitted by Section 6.01(k) 7.01 prohibiting further Liens on the properties encumbered thereby; and (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists restricts sublicensing, the granting of customary provisions in leases and other contracts restricting a Lien or subletting or assignment of any contract, license or lease of a Loan Party or a Subsidiary thereof, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowera Loan Party, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and a Loan Party or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause subsection (3) and 4(e) above3)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter None of Parent or any of its Subsidiaries shall enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Credit Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan DocumentsFinancing Agreements; (2) covenants in documents creating Liens permitted by Section 6.01(k) 9.8 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Senior Secured Note Indenture as in effect on the Amendment and Restatement Effective Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Financing Agreements 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 Agreement and related documents, any agreements governing Indebtedness permitted Party to be incurred under Section 6.01(e) secure the Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementslaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 9.7 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Credit Party or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of BorrowerCredit Party, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents Financing Agreements of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of Borrower or any Company Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 7.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured 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 permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementsrequirements of any Governmental Authority, including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statues or case law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party or any Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and Agreement, the other Loan Documents, the ABL Credit Agreement Documents and the documents governing any Indebtedness incurred pursuant to ▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) and (u); (2) covenants in documents creating Liens permitted by Section 6.01(k) 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement Real Estate Transaction Documents (so long as such negative pledge relates only to the property that is the subject of the Real Estate Transaction and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(ethe stock of (x) the Subsidiaries of the Borrower that own the Real Property that is the subject of the Real Estate Transaction and (ly) the Subsidiaries of the Borrower that have no operations and directly or any indirectly hold as their primary assets (other secured Indebtedness permitted by Section 6.01 than cash and Cash Equivalents) the stock of the Subsidiaries referred to in clause (x)); and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists restricts sublicensing, the granting of customary provisions in leases and other contracts restricting a Lien or subletting or assignment of any contract, license or lease of a Loan Party or a Subsidiary thereof, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowera Loan Party, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and a Loan Party or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause subsection (3) and 4(e) above4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, securing the Secured Obligations or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationthe Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2a) covenants in documents creating Liens permitted by Section 6.01(k6.02 (other than Section 6.02(o)) prohibiting further Liens on the properties encumbered thereby; , (3b) the Term Loan Credit Agreement and related documentscovenants in documents evidencing, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured securing Indebtedness permitted by Section 6.01 6.01(k) to the extent that such covenants do not restrict in any manner (directly or indirectly) prior Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations; and (4c) any prohibition or limitation that (ai) exists pursuant to applicable Legal RequirementsRequirements of Law, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (ciii) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any lease governing a leasehold interest of Borrower or a Subsidiary, (div) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and or (fv) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) abovec)(iv); providedprovided that, that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary and is not applicable to any person, or the properties or revenues of Borrowerany person, other than such Subsidiary or such Subsidiary’s properties and revenues or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Credit Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1i) this Agreement and the other Loan Documents; (2ii) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3iii) the Term First Lien Documents; (iv) 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 Secured 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 Agreement Party to secure the Secured Obligations; (v) customary covenants and related documentsrestrictions in any indenture, agreement, document, instrument or other arrangement relating to non-material assets or business of any Subsidiary existing prior to the consummation of a Permitted Acquisition in which such Subsidiary was acquired (and not created in contemplation of such Permitted Acquisition); (vi) customary restrictions on cash or other deposits; (vii) net worth provisions in leases and other agreements governing Indebtedness permitted to be incurred under Section 6.01(eentered into by a Group Member in the ordinary course of business; (viii) contractual encumbrances or restrictions existing on the Closing Date and identified on Schedule 6.12; and (l) or any other secured Indebtedness permitted by Section 6.01 and (4ix) any prohibition or limitation that (aI) exists pursuant to applicable Legal RequirementsRequirements of Law, (bII) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.05, stock sale agreement, joint venture agreement, sale/leaseback agreement, purchase agreements, or acquisition agreements (including by way of merger, acquisition or consolidation) entered into by a Credit Party or any Subsidiary solely to the extent pending the consummation of such sale transaction, which covenant or other disposition; provided, restriction is limited to the assets that (i) are the subject of such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereunderagreements, (cIII) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereof, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is leasehold interests contained in any agreement in effect at the time such Subsidiary becomes Lease governing a Subsidiary leasehold interest of Borrowera Credit Party or a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and (fIV) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause immediately preceding clauses (3i), (ii), (iii), (iv), (v), (vi) and 4(eor (viii) aboveof this Section 6.12; provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Subordinated Note Documents and the Talisman Debt, in each case, as such documents are in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Borrower or a Restricted Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Borrowerafter the date hereof, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires to secure the grant of any Lien for an obligation if a Lien is granted for another obligationObligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 and (4) any prohibition or limitation (i) that (a) exists exist pursuant to applicable Legal RequirementsRequirements of Law, (bii) consists that consist of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of the Equity Interests of a Subsidiary or any property permitted under Section 6.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (ciii) consists of customary provisions in leases and other contracts restricting that restrict subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Restricted Subsidiary, (div) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is that exist in any agreement in effect at the time such Restricted Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary, (v) that is in effect on the Closing Date under Indebtedness existing on the Closing Date and set forth on Schedule 6.01(a)(iv) or any agreements related to any Refinancing Indebtedness in respect of any such Indebtedness that does not expand the scope of any such prohibition or limitation; (vi) contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business; (vii) that restrict assignment of any agreement entered into in the ordinary course of business; (viii) contained in the document relating to any Lien, so long as such Lien is a Permitted Lien and such prohibition or limitation is not created for purposes of avoiding the restrictions imposed by this Section 6.13; (ix) imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property securing such Indebtedness; (x) in respect of customary net worth provisions contained in Real Property leases entered into by Subsidiaries; (xi) in agreements representing Indebtedness permitted under Section 6.01 of a Subsidiary that is not a Guarantor; (xii) imposed on cash or other deposits by customers under contracts entered into in the ordinary course of Borrower, and business; (fxiii) that exists pursuant to agreements described under Section 6.04 or (xiv) that is imposed by any amendment amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations agreements referred to in clause (3i) and 4(ethrough (xiii) aboveof this Section 6.13; provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan DocumentsDocuments (including with respect to the Canadian Obligations); (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Note Documents, as in effect on the Closing Date; (4) the Permitted Leasehold Facility; (5) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of the Borrowers or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowerthe Borrowers, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (3), (4) and 4(e) aboveor (6)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Second Lien Note Documents; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (5) any “equal and ratable” clause in any unsecured debt permitted to be incurred under Section 6.01(e6.01(n) and (l) or any other secured Indebtedness permitted by Section 6.01 and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary Subsidiary, (e) consists of Borrower, and customary provisions restricting assignment of any agreement entered into by a Loan Party in the ordinary course of business consistent with its historic business practices or (f) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (6)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter No Loan Party shall enter into any agreement, instrument, deed or lease which prohibits or limits the ability of Foamex or any Company other Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, to secure the Obligations or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Obligations, except the following: (1) this Agreement Agreement, the other Loan Documents, the First Lien Term Loan Documents and the other Second Lien Term Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 7.14 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing any of the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure any of the Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.18 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of such Loan Party, (d) consists restricts sublicensing or assignment of customary restrictions and conditions in joint venture and similar agreementsany license governing an interest licensed to such Loan Party, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of BorrowerFoamex, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and or (f) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist or become effective any agreement, instrument, deed or lease which agreement (other than the ACHA Documents as in effect on the date hereof) that prohibits or limits the ability of any Company a Loan Party to create, incur, assume or suffer to exist any Lien upon any of its properties property or revenues, whether now owned or hereafter acquired, or which requires to secure the grant of any Lien for an obligation if a Lien is granted for another obligation, except the following: Obligations other than (1a) this Agreement and the other Loan Documents; Financing Agreements and any Indebtedness permitted under Section 6.01(f), (2b) covenants in documents creating Liens permitted by Section 6.01(k) prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness any Liens permitted to be incurred under Section 6.01(e) and hereunder (l) or any other secured Indebtedness permitted by Section 6.01 and (4) in each such case, any prohibition or limitation that (a) exists pursuant to applicable Legal Requirements, (b) consists of customary restrictions and conditions contained in any agreement relating to shall only be effective against the sale property financed thereby or other disposition of any property pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only subject to such property, Lien and (ii) such sale or other disposition is permitted hereunderproceeds thereof), (c) consists of customary nonassignment provisions contained in leases leases, licenses and similar agreements, joint venture arrangements and other contracts restricting subletting (in each case other than those with respect to Real Property) and so long as such restrictions are limited to such leases, licenses and similar agreements, joint venture arrangements or assignment thereofother contracts, or, in the case of leases, licenses and similar agreements, the property subject thereto), (d) consists of customary restrictions any agreements governing any Excluded Property (in which case any prohibition or limitation shall only be effective against such Excluded Property applicable thereto and conditions in joint venture and similar agreementsproceeds thereof), (e) as required by applicable law or any applicable rule or order, including those of any Gaming Authority (f) restrictions on the transfer of any property subject to a contract with respect to an Asset Sale or other transfer, conveyance or disposition permitted under this Agreement, (g) agreements in existence with respect to a Restricted Subsidiary at the time it is in any agreement in effect so designated or at the time such Subsidiary Person becomes a Subsidiary of BorrowerRestricted Subsidiary, so long as provided, however, that such agreement was agreements are not entered into in connection with anticipation or in contemplation of such person designation or of such Person becoming a Subsidiary Restricted Subsidiary, (h) restrictions on deposits made in connection with license applications or to secure letters of Borrower, and (f) is imposed by any amendment credit or refinancings that are otherwise permitted by surety or other bonds issued in connection therewith or deposits made in the Loan Documents ordinary course of the contracts, instruments or obligations referred to in clause (3) and 4(e) above; provided, that such amendments or refinancings are permitted hereunder or are no more restrictive business with respect to such encumbrances insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto), (i) the subordination provisions of any Indebtedness owed to Borrower or any of its Restricted Subsidiaries, (j) restrictions relating to the ERGG Agreement, any amounts paid relating to the ERGG Agreement, any accounts in which payments relating to the ERGG Agreement are made and restrictions than those prior relating to such amendment proceeds of ERGG Monetization Indebtedness and (k) any agreements, encumbrances or refinancingrestrictions existing on the Closing Date.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which which, by its terms, prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and Agreement, the other Loan Documents and the Senior Unsecured Note Purchase Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Subordinated Note Documents as in effect on February 12, 2004 and the New Senior Subordinated Note Documents as in effect on August 27, 2004; (4) the First Lien Loan Credit Agreement Documents as in effect on the Closing Date; (5) 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 related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementslaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of the Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in 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, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (33),(4) and 4(e) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Revolving Credit Loan Credit Agreement and related documentsDocuments, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e(4) [intentionally omitted]; and (l5) or any other secured Indebtedness Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted by Section 6.01 hereunder and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming a Subsidiary of Borrowerso acquired, and (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) and 4(e) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; providedcontained in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereunderthe subject thereof, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of the Borrower or any Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of BorrowerSubsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, securing the Secured Obligations or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationthe Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k6.02 (other than Section 6.02(o)) prohibiting further Liens on the properties encumbered thereby; thereby (32) the Term Loan Credit Agreement and related documentscovenants in documents evidencing, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured securing Indebtedness permitted by Section 6.01 6.01(k) to the extent that such covenants do not restrict in any manner (directly or indirectly) prior Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations; and (43) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) above3)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party or any Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenuesrevenues constituting or required to constitute Collateral under the Loan Documents, whether now owned or hereafter acquired, or which requires the grant of any Lien security in such property or revenues for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and Agreement, the other Loan Documents, the ABL Credit Agreement Documents and the documents governing any Indebtedness incurred pursuant to Sections 7.03(c), (d), (e), (f), (h), (j), (r), and (s); (2) covenants in documents creating Liens permitted by Section 6.01(k) 7.01 prohibiting further Liens on the properties encumbered thereby; and (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists restricts sublicensing, the granting of customary provisions in leases and other contracts restricting a Lien or subletting or assignment of any contract, license or lease of a Loan Party or a Subsidiary thereof, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowera Loan Party, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and a Loan Party or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause subsection (3) and 4(e) above3)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Subordinated Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementslaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of BorrowerSubsidiary, (e) exists in any agreement governing Indebtedness permitted by Sections 6.01(f), (k), (q) and (t); provided that such prohibition or limitation is not more restrictive in any material respect than those contained in the Loan Documents, or (f) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5)(e) and 4(e) aboveor (5)(f); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1l) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Security Documents on any Collateral securing the Secured Obligations hereunder and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other Obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure such Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementsrequirements of law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Borrower or a Restricted Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Restricted Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of hereunder or the contracts, instruments or obligations Obligations referred to in clause (3) and 4(e) above); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Secured Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Revolving Credit Loan Credit Agreement Documents, (4) Standard Factoring Undertakings and related documents, any agreements governing Indebtedness Standard Securitization Undertakings in connection with transactions otherwise permitted to be incurred under Section 6.01(e) hereunder and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming a Subsidiary of Borrowerso acquired, and (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which (x) limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary to encumber its ownership interest therein or (y) in the case of the ▇▇▇▇▇ Joint Venture Arrangement, limits the ability of Novelis Corporation or ▇▇▇▇▇ to encumber the ▇▇▇▇▇ Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the ▇▇▇▇▇ Location for use or processing by ▇▇▇▇▇ in accordance with the terms of the ▇▇▇▇▇ Joint Venture Arrangement; (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) and 4(e) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing; (h) consists of customary covenants in agreements entered into in the ordinary course of business restricting the pledge of such agreement, solely to the extent such negative pledge provision is not enforceable under Sections 9-406, 9-407, 9-408 or 1234400.03-CHISR02A - MSW 9-409 of the UCC or similar applicable requirements of Applicable Lawapplicable law; or (i) consists of customary covenants or restrictions in any Joint Development Agreement restricting the pledge of any Intellectual Property developed under such Joint Development Agreement; provided that (x) each Loan Party shall use commercially reasonable efforts to negotiate any Joint Development Agreement entered into by it after the Amendment No. 7 Effective Date in a manner that avoids any such covenants or restrictions, (y) the Intellectual Property subject to any such covenants or restrictions shall not at any time, taken as a whole, constitute a material portion of the Intellectual Property owned or licensed by the Companies, taken as a whole, and (z) such Joint Development Agreement shall not prohibit or restrict the ability of any Agent to use the applicable Company’s rights in the Intellectual Property subject to such Joint Development Agreement during the continuance of an Event of Default, for purposes of enabling any Agent to exercise rights and remedies under the Loan Documents, including in accordance with Section 6.1 of the U.S. Security Agreement dated as of January 13, 2017 (as if such Section applies to the Intellectual Property subject to such Joint Development Agreement mutatis mutandis). Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, except, in the case of clauses (i) and (ii), to the extent not prohibited under the Revolving Credit Loan Documents and the Secured Term Loan Documents or (iii) the assets of Novelis Corporation located at the ▇▇▇▇▇ Plant that constitute Excluded Property (other than any Lien in favor of ▇▇▇▇▇ or Tri-Arrows (or any successor of Tri-Arrows as Joint Venture partner in ▇▇▇▇▇) pursuant to the ▇▇▇▇▇ Joint Venture Arrangement) unless a Lien (subject to the Intercreditor Agreement) has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1i) this Agreement and the other Loan Documents; (2ii) covenants in documents creating Liens permitted not prohibited by Section 6.01(k5.02(a) prohibiting further Liens on the properties encumbered thereby; (3iii) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Debt or other obligation by Section 6.01 and virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (4iv) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementsrequirements of law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.02(e) pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any lease or sublease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of or the contracts, instruments or obligations referred to in clause (3iii) and 4(e) aboveor (iv)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing; (v) the indentures and agreements related to the Existing Notes; (vi) all Transaction Documents; (vii) restrictions on assignment contained in any contract entered into by any Company; and (viii) limitations imposed in connection with a Permitted Disposition Transaction, so long as such limitations do not extend beyond the asset subject to the Disposition and any Investments received as consideration for such Disposition.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) prior to the Term Loan Credit Agreement Closing Date, the Existing Note Documents; (4) the ABL Facility Documents (and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(ePermitted Refinancing thereof); (5) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (6) any "equal and ratable" clause in any unsecured debt permitted by under Section 6.01 and (47) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary Subsidiary, (e) consists of Borrowercustomary provisions restricting assignment of any agreement entered into by a Loan Party in the ordinary course of business consistent with its historic business practices, and (f) agreements governing any Incremental Equivalent Debt (and any Permitted Refinancing thereof), (g) agreements governing any Refinancing Equivalent Debt (and any Permitted Refinancing thereof) or (h) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) abovethis Section 6.14; provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Restricted Party to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1a) this Agreement and the other ABL Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; (3c) subject to the terms of the Intercreditor Agreement, the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) Documents; and (l) or any other secured Indebtedness permitted by Section 6.01 and (4d) any prohibition or limitation that (ai) exists pursuant to applicable Legal Requirements, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property pending the consummation of such sale or other dispositionsale; provided, that (ix) such restrictions apply only to such propertyproperty to be sold or disposed of, and (iiy) such sale or other disposition is permitted hereunder, (c) consists of customary provisions in leases and other contracts restricting subletting or assignment thereof, (diii) consists of customary restrictions on the assignment of leases, licenses and conditions other contracts entered into in the ordinary course of business, (iv) consists of Charter Contract Lien Restrictions with respect to any Vessel, (v) consists of customary prohibitions or limitations in joint venture and similar agreements, pooling agreements and other similar agreements restricting the pledge or assignment thereof or (evi) is consists of other contractual restrictions on pledges or assignments in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not agreements entered into in connection with the ordinary course of business solely to the extent such restrictions would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or in contemplation of such person becoming a Subsidiary of Borrower, and (f) is imposed by any amendment or refinancings that are otherwise permitted by the Loan Documents 9-409 of the contracts, instruments UCC of any relevant jurisdiction or obligations referred to in clause any other applicable Legal Requirement (3including the Bankruptcy Code) and 4(e) above; provided, that such amendments or refinancings are permitted hereunder or are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingprinciples of equity.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term First Lien Loan Credit Agreement Documents as in effect on the Closing Date; (4) 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 Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no not materially more restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement Documents, (4) the Additional Senior Secured Indebtedness Documents, Permitted Short Term Loan Documents, and related documentsdocuments relating to any Permitted First Priority Refinancing Debt, any agreements governing Permitted Second Priority Refinancing Debt, Junior Secured Indebtedness and Other Secured Indebtedness (so long as such documents permit Liens to secure the Secured Obligations); (5) Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted to be incurred under Section 6.01(e) hereunder and (l) or any other secured Indebtedness permitted by Section 6.01 and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsApplicable Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary, or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person so acquired; and provided that no such person becoming shall be a Subsidiary of BorrowerBorrowing Base Guarantor, and no properties of any such person shall be included in the Borrowing Base, to the extent such prohibition or limitation is applicable to the Liens under the Security Documents or requires the grant or creation of a Lien on any of the Revolving Credit Priority Collateral, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (4) and 4(e(5) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease 1160299.01-CHISR1160299.03H-CHISR02A - MSW that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, or (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, unless, in the case of clauses (i) and (ii) a First Priority (subject to the terms of the Intercreditor Agreement) Lien over such Equity Interests has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Enter into or suffer to exist or become effective any agreement, instrument, deed or lease which agreement that prohibits or limits the ability of any Company a Loan Party to create, incur, assume or suffer to exist any Lien upon any of its properties property or revenues, whether now owned or hereafter acquired, or which requires to secure the grant of any Lien for an obligation if a Lien is granted for another obligation, except the following: Obligations other than (1a) this Agreement and the other Loan Documents; , (2b) covenants in documents creating Liens permitted by Section 6.01(k) prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness any Liens permitted to be incurred under Section 6.01(e) and hereunder (l) or any other secured Indebtedness permitted by Section 6.01 and (4) in each such case, any prohibition or limitation that (a) exists pursuant to applicable Legal Requirements, (b) consists of customary restrictions and conditions contained in any agreement relating to shall only be effective against the sale property financed thereby or other disposition of any property pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only subject to such property, Lien and (ii) such sale or other disposition is permitted hereunderproceeds thereof), (c) consists of customary nonassignment provisions contained in leases leases, licenses and similar agreements, joint venture arrangements and other contracts restricting subletting (in each case other than those with respect to Real Property) and so long as such restrictions are limited to such leases, licenses and similar agreements, joint venture arrangements or assignment thereofother contracts, or, in the case of leases, licenses and similar agreements, the property subject thereto), (d) consists of customary restrictions any agreements governing any Excluded Property (in which case any prohibition or limitation shall only be effective against such Excluded Property applicable thereto and conditions in joint venture and similar agreementsproceeds thereof), (e) as required by applicable law or any applicable rule or order, including those of any Gaming Authority (f) restrictions on the transfer of any property subject to a contract with respect to an Asset Sale or other transfer, conveyance or disposition permitted under this Agreement, (g) agreements in existence with respect to a Restricted Subsidiary at the time it is in any agreement in effect so designated or at the time such Subsidiary person becomes a Subsidiary of BorrowerRestricted Subsidiary, so long as provided, however, that such agreement was agreements are not entered into in connection with anticipation or in contemplation of such designation or of such person becoming a Subsidiary Restricted Subsidiary, (h) restrictions on deposits made in connection with license applications or to secure letters of Borrower, and (f) is imposed by any amendment credit or refinancings that are otherwise permitted by surety or other bonds issued in connection therewith or deposits made in the Loan Documents ordinary course of the contracts, instruments or obligations referred to in clause (3) and 4(e) above; provided, that such amendments or refinancings are permitted hereunder or are no more restrictive business with respect to such insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto), (i) the subordination provisions of any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (j) restrictions relating to the ERGG Agreement, any ERGG Proceeds and any accounts in which payments relating to the ERGG Agreement are made and (k) any agreements, encumbrances and or restrictions than those prior to such amendment or refinancingexisting on the Closing Date.

No Further Negative Pledge. Enter Shall not, and shall not permit any other Loan Party to, enter into any agreement, instrument, deed or lease which prohibits or limits the ability of the Borrower or any Company other Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement Agreement, the other Loan Documents, the Revolving Loan Documents and the other Second Lien Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or other Loan Party, (d) consists restricts sublicensing or assignment of customary restrictions and conditions in joint venture and similar agreementsany license governing an interest licensed to the Borrower or such other Loan Party, (e) is exists in any agreement in effect at the time such Subsidiary other Loan Party becomes a Subsidiary Subsidi- ary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and or (f) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which which, by its terms, prohibits or limits the ability of any Company Issuer Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement Agreement, the other Transaction Documents and the other Loan Senior Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k8.2(b) prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Senior Documents on any Collateral securing the Senior Debt and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Senior Debt; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 8.2(f) pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of the Company or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowerthe Company, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Transaction Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Restricted Party to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1a) this Agreement and the other Term Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; (3c) subject to the Term terms of the Intercreditor Agreement, the ABL Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) Documents; and (l) or any other secured Indebtedness permitted by Section 6.01 and (4d) any prohibition or limitation that (ai) exists pursuant to applicable Legal Requirements, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property pending the consummation of such sale or other dispositionsale; provided, that (ix) such restrictions apply only to such propertyproperty to be sold or disposed of, and (iiy) such sale or other disposition is permitted hereunder, (c) consists of customary provisions in leases and other contracts restricting subletting or assignment thereof, (diii) consists of customary restrictions on the assignment of leases, licenses and conditions other contracts entered into in the ordinary course of business, (iv) consists of Charter Contract Lien Restrictions with respect to any Vessel, (v) consists of customary prohibitions or limitations in joint venture and similar agreements, pooling agreements and other similar agreements restricting the pledge or assignment thereof or (evi) is consists of other contractual restrictions on pledges or assignments in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not agreements entered into in connection with the ordinary course of business solely to the extent such restrictions would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or in contemplation of such person becoming a Subsidiary of Borrower, and (f) is imposed by any amendment or refinancings that are otherwise permitted by the Loan Documents 9-409 of the contracts, instruments UCC of any relevant jurisdiction or obligations referred to in clause any other applicable Legal Requirement (3including the Bankruptcy Code) and 4(e) above; provided, that such amendments or refinancings are permitted hereunder or are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingprinciples of equity.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Credit Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1i) this Agreement and the other Loan Documents; (2ii) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3iii) the Term Second Lien Documents; (iv) 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 Secured 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 Agreement Party to secure the Secured Obligations; (v) customary covenants and related documentsrestrictions in any indenture, agreement, document, instrument or other arrangement relating to non-material assets or business of any Subsidiary existing prior to the consummation of a Permitted Acquisition in which such Subsidiary was acquired (and not created in contemplation of such Permitted Acquisition); (vi) customary restrictions on cash or other deposits; (vii) net worth provisions in leases and other agreements governing Indebtedness permitted to be incurred under Section 6.01(eentered into by a Group Member in the ordinary course of business; (viii) contractual encumbrances or restrictions existing on the Closing Date and identified on Schedule 6.12; and (l) or any other secured Indebtedness permitted by Section 6.01 and (4ix) any prohibition or limitation that (aI) exists pursuant to applicable Legal RequirementsRequirements of Law, (bII) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.05, stock sale agreement, joint venture agreement, sale/leaseback agreement, purchase agreements, or acquisition agreements (including by way of merger, acquisition or consolidation) entered into by a Credit Party or any Subsidiary solely to the extent pending the consummation of such sale transaction, which covenant or other disposition; provided, restriction is limited to the assets that (i) are the subject of such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereunderagreements, (cIII) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereof, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is leasehold interests contained in any agreement in effect at the time such Subsidiary becomes Lease governing a Subsidiary leasehold interest of Borrowera Credit Party or a Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and (fIV) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause immediately preceding clauses (3i), (ii), (iii), (iv), (v), (vi) and 4(eor (viii) aboveof this Section 6.12; provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquiredacquired to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Revolving Credit Loan Credit Agreement Documents, (4) the Additional Senior Secured Indebtedness Documents, and related documentsdocuments relating to any Permitted First Priority Refinancing Debt, any agreements governing Permitted Second Priority Refinancing Debt and Junior Secured Indebtedness permitted (so long as such documents permit Liens to be incurred under Section 6.01(e) secure the Secured Obligations); and (l5) or any other secured Indebtedness Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted by Section 6.01 972172.01-CHISR01A - MSW hereunder and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming a Subsidiary of Borrowerso acquired, and (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (4), (5) and 4(e) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Term Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(esecure the Secured Obligations; (4) any prohibition or limitation (on then market terms) imposed by any agreement relating to the Convertible Notes or the Replacement Note Indebtedness; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of the Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in 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, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) above5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Permitted Additional Notes, if any; (4) customary provisions restricting assignment of any agreement or license entered into by a Company in the ordinary course of business; (5) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.05 or the sale or other disposition of any property pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereunderunder Section 6.06, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Holdings or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of BorrowerHoldings, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary Subsidiary, (e) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of Borrowerany person, and other than the person or the properties or assets of the person so acquired or (f) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (2), (3), (4), (5) and 4(eor (6)(d) aboveor (e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) prior to the Term Loan Credit Agreement Closing Date, the Existing Note Documents; (4) the ABL Facility Documents (and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(ePermitted Refinancing thereof); (5) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (6) any “equal and ratable” clause in any unsecured debt permitted by under Section 6.01 and (47) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary Subsidiary, (e) consists of Borrowercustomary provisions restricting assignment of any agreement entered into by a Loan Party in the ordinary course of business consistent with its historic business practices, and (f) agreements governing any Incremental Equivalent Debt (and any Permitted Refinancing thereof), (g) agreements governing any Refinancing Equivalent Debt (and any Permitted Refinancing thereof) or (h) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) abovethis Section 6.14; provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3c) the Term Permitted Additional Notes, if any; (d) customary provisions restricting assignment of any agreement or license entered into by Holdings or a Restricted Subsidiary in the ordinary course of business; (e) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (4f) any prohibition or limitation that (ai) exists pursuant to applicable Legal RequirementsRequirements of Law, (bii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.05 or the sale or other disposition of any property pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereunderunder Section 6.06, (ciii) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Holdings or a Restricted Subsidiary, (div) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Restricted Subsidiary becomes a Subsidiary of BorrowerHoldings, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary Subsidiary, (v) exists in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of Borrowerany person, and other than the person or the properties or assets of the person so acquired or (fvi) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3b), (c), (d), (e) and 4(eor (f)(iv) aboveor (v); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancingrefinancing (as determined in good faith by the Board of Directors of Holdings).

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Secured Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementslaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of BorrowerSubsidiary, and (e) customary contract anti-assignment provisions, or (f) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured 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 permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementslaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Borrower to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Secured Note Indenture, the Senior Note Indenture, each as in effect on the Closing Date, and documents governing any Parity Lien Obligations so long as such provisions are not less favorable to the Lenders than those in the Senior Secured Note Indenture; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Borrower to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of a Borrower or Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments, restatements, extensions, replacements or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or amendments, restatements, extensions, replacements and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment amendment, restatement, extension, replacement or refinancingrefinancing or (6) in the case of any joint venture which is not a Borrower, such Person’s organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or assets held in the subject joint venture or other entity.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Credit Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Credit Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k6.01(a) prohibiting further Liens on the properties encumbered thereby; (3) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Term Loan Credit Agreement Documents on any Collateral securing the Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to be incurred under Section 6.01(esecure the Obligations; (4) any document or agreement entered into in connection with the CPPL MLP Credit Facility and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsLaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.01(c) pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of any Credit Party, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary Person becomes a Restricted Subsidiary of Borrowerany Credit Party, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Restricted Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Credit Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter The Loan Parties will not, and will not permit any of their Restricted Subsidiaries to, enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party or Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its properties Properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien for an obligation if a Lien is granted for another obligation, except the following: (1a) this Agreement and Agreement, the other Loan Documents, the ABL Revolving Facility and the Senior Lien Loan Documents related thereto, and the Senior Subordinated Notes Indenture; (2b) covenants in documents creating Liens permitted by Section 6.01(k) 4.12 prohibiting further Liens on the properties Properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 and (4c) any prohibition or limitation that (ai) exists pursuant to applicable Legal Requirements, or (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property Property pending the consummation of such sale or other disposition; provided, provided that (i1) such restrictions apply only to such property, Property and (ii2) such sale or other disposition is permitted hereunder, or (ciii) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or any of the Loan Parties, (d) consists any encumbrance or restriction in connection with an acquisition of customary restrictions and conditions in joint venture and similar agreements, (e) is in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowerproperty, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in connection with or in contemplation anticipation of such person becoming a Subsidiary acquisition, (e) restrictions by reason of Borrowercustomary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, stock sale agreements and other similar agreements, in each case to the extent permitted under this Agreement, and (fg) is imposed by restrictions applicable only to Foreign Subsidiaries contained in any amendment one or refinancings that are otherwise more agreements governing Indebtedness permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3under Section 4.9(b)(xii) and 4(e(xv) above; provided, that such amendments or refinancings are permitted hereunder or are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingentered into after the Closing Date.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Subordinated Note Documents as in effect on February 12, 2004 and the New Senior Subordinated Note Documents as in effect on August 27, 2004; (4) the Second Lien Loan Credit Agreement Documents as in effect on the Fourth Amendment Effectiveness Date; (5) 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 related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementslaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of U.S. Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of U.S. Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (33),(4) and 4(e) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Revolving Credit Loan Credit Agreement and related documentsDocuments, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e(4) [intentionally omitted]; and (l5) or any other secured Indebtedness Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted by Section 6.01 hereunder and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which 1160381.015-CHISR02A - MSW prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming a Subsidiary of Borrowerso acquired, and (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) and 4(e) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, or (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, unless, in the case of clauses (i) and (ii) a First Priority (subject to the terms of the Intercreditor Agreement) Lien over such Equity Interests has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.01(k) 7.01 prohibiting further Liens on the properties encumbered thereby; (3c) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Term Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documentsdoes 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 Loan Party to secure the Secured Obligations; (d) covenants existing in the documents governing the 2014 Notes, the 2016 Notes, the 2025 Debentures or any Permitted Refinancing Indebtedness in respect thereof, (e) customary provisions contained in leases or licenses of intellectual property and other similar agreements governing entered into in the ordinary course of business; (f) customary re- strictions set forth in any agreement relating to Indebtedness permitted to be incurred under pursuant to the first sentence of Section 6.01(e7.02 and clauses (d) and (ls) of Section 7.02 (including Permitted Additional First Lien Debt) that are not materially more restrictive than the terms hereof, (g) restrictions on cash and other deposits or any other secured Indebtedness permitted net worth imposed by Section 6.01 customers under contracts in the ordinary course of business, and (4h) any prohibition or limitation that (ai) exists pursuant to applicable Legal RequirementsRequirements of Law, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (ciii) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any lease governing a leasehold interest of the Borrower or a Restricted Subsidiary, (div) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Restricted 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 Person becoming a Subsidiary Restricted Subsidiary, (v) any restriction relating to the transfer of BorrowerEquity Interests set forth in any joint venture, and stockholders agreement or similar arrangement, (fvi) is in an agreement in effect on the Original Closing Date listed on Schedule 7.15 to the Existing Credit Agreement or (vii) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3b), (c), (d), (h)(iv) and 4(e) aboveor (h)(v); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancingrefinancing (as determined by the Borrower in good faith).

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Note Documents, as in effect on the Original Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of the Borrowers or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowerthe Borrowers, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Revolving Credit Loan Credit Agreement and related documentsDocuments, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e(4) [intentionally omitted]; and (l5) or any other secured Indebtedness Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted by Section 6.01 hereunder and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming a Subsidiary of Borrowerso acquired, and (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which (x) limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary to encumber its ownership interest therein or (y) in the case of the ▇▇▇▇▇ Joint Venture Arrangement, limits the ability of Novelis Corporation or ▇▇▇▇▇ to encumber the ▇▇▇▇▇ Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the ▇▇▇▇▇ Location for use or processing by ▇▇▇▇▇ in accordance with the terms of the ▇▇▇▇▇ Joint Venture Arrangement; (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) and 4(e) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, except, in the case of clauses (i) and (ii), to the extent not prohibited under the Revolving Credit Loan Documents and the Secured Term Loan Documents or (iii) the assets of Novelis Corporation located at the ▇▇▇▇▇ Plant that constitute Excluded Property (other than any Lien in favor of ▇▇▇▇▇ or Tri-Arrows (or any successor of Tri-Arrows as Joint Venture partner in ▇▇▇▇▇) pursuant to the ▇▇▇▇▇ Joint Venture Arrangement) unless a Lien (subject to the Intercreditor Agreement) has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrumentment, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (34) and 4(e) above(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter None of Parent or any of its Subsidiaries shall enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Credit Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan DocumentsFinancing Agreements; (2) covenants in documents creating Liens permitted by Section 6.01(k) 9.8 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Senior Note Indenture as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Financing Agreements 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 Agreement and related documents, any agreements governing Indebtedness permitted Party to be incurred under Section 6.01(e) secure the Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementslaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 9.7 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Credit Party or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of BorrowerCredit Party, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents Financing Agreements of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Note Documents as in effect on the Original Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Global Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Revolving Credit Loan Documents, (4) the Secured Term Loan Credit Agreement Documents, and related the loan documents, any indentures, notes and other agreements governing in respect of Indebtedness permitted to be incurred under Section 6.01(e) 6.01; and (l5) or any other secured Indebtedness Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted by Section 6.01 hereunder and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Global Loan Party or a Subsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming a Subsidiary of Borrowerso acquired, and (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which (x) limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary to encumber its ownership interest therein or (y) in the case of the ▇▇▇▇▇ Joint Venture Arrangement, limits the ability of Novelis Corporation or ▇▇▇▇▇ to encumber the ▇▇▇▇▇ Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are 1104695.02A-CHISR01A - MSW located at the ▇▇▇▇▇ Location for use or processing by ▇▇▇▇▇ in accordance with the terms of the ▇▇▇▇▇ Joint Venture Arrangement; (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) and 4(e) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Credit Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 5.2 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured 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 permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.6 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Restricted Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Revolving Credit Loan Credit Agreement and related documentsDocuments, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e(4) [intentionally omitted]; and (l5) or any other secured Indebtedness Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted by Section 6.01 hereunder and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming a Subsidiary of Borrowerso acquired, and (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which (x) limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary to encumber its ownership interest therein or (y) in the case of the ▇▇▇▇▇ Joint Venture Arrangement, limits the ability of Novelis Corporation or ▇▇▇▇▇ to encumber the ▇▇▇▇▇ Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the ▇▇▇▇▇ Location for use or processing by ▇▇▇▇▇ in accordance with the terms of the ▇▇▇▇▇ Joint Venture Arrangement; (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) and 4(e) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, except, in the case of clauses (i) and (ii), to the extent not prohibited under the Revolving Credit Loan Documents and the Secured Term Loan Documents or (iii) the assets of Novelis Corporation located at the ▇▇▇▇▇ Plant that constitute Excluded Property (other than any Lien in favor of ▇▇▇▇▇ or Tri-Arrows (or any successor of Tri-Arrows as Joint Venture partner in ▇▇▇▇▇) pursuant to the 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW ▇▇▇▇▇ Joint Venture Arrangement) unless a Lien (subject to the Intercreditor Agreement) has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Note Document as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementsrequirements of law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no not materially more restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Revolving Credit Loan Credit Agreement and related documentsDocuments, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e(4) [intentionally omitted]; and (l5) or any other secured Indebtedness Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted by Section 6.01 hereunder and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming a Subsidiary of Borrowerso acquired, and (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) and 4(e) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances 1060441.101066947.03-CHISR01A - MSW prohibitions and restrictions limitations than those prior to such amendment or refinancing. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, or (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, unless, in the case of clauses (i) and (ii) a First Priority (subject to the terms of the Intercreditor Agreement) Lien over such Equity Interests has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any lease governing a leasehold interest of a Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, securing the Secured Obligations or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationthe Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2a) covenants in documents creating Liens permitted by Section 6.01(k6.02 (other than Section 6.02(o)) prohibiting further Liens on the properties encumbered thereby; , (3b) the Term Loan Credit Agreement and related documentscovenants in documents evidencing, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured securing Indebtedness permitted by Section 6.01 6.01(k) to the extent that such covenants do not restrict in any manner (directly or indirectly) prior Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations; and (4c) any prohibition or limitation that (ai) exists pursuant to applicable Legal RequirementsRequirements of Law, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (ciii) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any lease governing a leasehold interest of Borrower or a Subsidiary, (div) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fv) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) abovec)(iv); provided, that that, such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which that prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which that requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any other Indebtedness permitted or obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such a Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of BorrowerSubsidiary, and (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of or the contracts, instruments or obligations referred to in clause (3) and 4(e) above4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no not materially more restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing; (f) customary provisions restricting assignment of any agreement entered into by a Company in the ordinary course of business; (g) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (h) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (i) any instrument or agreement governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; and (j) in the case of any joint venture that is not a Loan Party, in respect of any matters referred to in clauses (b) and (c) of Section 6.12 above, restrictions in such person's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquiredacquired to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement Documents, (4) the Additional Senior Secured Indebtedness Documents, and related documentsdocuments relating to any Permitted First Priority Refinancing Debt, any agreements governing Permitted Second Priority Refinancing Debt, Junior Secured Indebtedness permitted and Other Secured Indebtedness (so long as such documents permit Liens to be incurred under Section 6.01(e) secure the Secured Obligations); and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsApplicable Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person so acquired; and provided that no such person becoming shall be a Subsidiary of BorrowerBorrowing Base Guarantor, and no properties of any such person shall be included in the Borrowing Base, to the extent such prohibition or limitation is applicable to the Liens under the Security Documents or requires the grant or creation of a Lien on any of the Revolving Credit Priority Collateral, (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary from encumbering its ownership interest therein or (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (4) and 4(e) aboveor (5)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist or become effective any agreement, instrument, deed or lease which agreement that prohibits or limits the ability of any Company a Loan Party to create, incur, assume or suffer to exist any Lien upon any of its properties property or revenues, whether now owned or hereafter acquired, or which requires to secure the grant Obligations other than (i) agreements existing as of any Lien for an obligation if a Lien is granted for another obligationthe Closing Date, except the following: (1ii) as permitted by Section 6.11 and (iii) (a) this Agreement and the other Loan Documents; Financing Agreements and any Indebtedness permitted under Section 6.01(f), (2b) covenants in documents creating Liens permitted by Section 6.01(k) prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness any Liens permitted to be incurred under Section 6.01(e) and hereunder (l) or any other secured Indebtedness permitted by Section 6.01 and (4) in each such case, any prohibition or limitation that (a) exists pursuant to applicable Legal Requirements, (b) consists of customary restrictions and conditions contained in any agreement relating to shall only be effective against the sale property financed thereby or other disposition of any property pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only subject to such property, Lien and (ii) such sale or other disposition is permitted hereunderproceeds thereof), (c) consists of customary nonassignment provisions contained in leases leases, licenses and similar agreements, joint venture arrangements and other contracts restricting subletting (in each case other than those with respect to Real Property) and so long as such restrictions are limited to such leases, licenses and similar agreements, joint venture arrangements or assignment thereofother contracts, or, in the case of leases, licenses and similar agreements, the property subject thereto), (d) consists of customary restrictions any agreements governing any Excluded Property (in which case any prohibition or limitation shall only be effective against such Excluded Property applicable thereto and conditions in joint venture and similar agreementsproceeds thereof), (e) as required by applicable Law, including any Gaming Law, (f) restrictions on the transfer of any property subject to a contract with respect to an Asset Sale or other transfer, conveyance or disposition permitted under this Agreement, (g) agreements in existence with respect to a Restricted Subsidiary at the time it is in any agreement in effect so designated or at the time such Subsidiary Person becomes a Subsidiary of BorrowerRestricted Subsidiary, so long as provided, however, that such agreement was agreements are not entered into in connection with anticipation or in contemplation of such person designation or of such Person becoming a Subsidiary Restricted Subsidiary, (h) restrictions on deposits made in connection with license applications or to secure letters of Borrower, and (f) is imposed by any amendment credit or refinancings that are otherwise permitted by surety or other bonds issued in connection therewith or deposits made in the Loan Documents ordinary course of the contracts, instruments or obligations referred to in clause (3) and 4(e) above; provided, that such amendments or refinancings are permitted hereunder or are no more restrictive business with respect to such insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto), (i) the subordination provisions of any Indebtedness owed to Borrower or any of its Restricted Subsidiaries and (j) any agreements, encumbrances and or restrictions than those prior to such amendment or refinancingexisting on the Closing Date.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any Lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into or suffer to exist any consensual agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Revolving Credit Loan Credit Agreement and related documentsDocuments, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e(4) [intentionally omitted]; and (l5) or any other secured Indebtedness Standard Factoring Undertakings and Standard Securitization Undertakings in connection with transactions otherwise permitted by Section 6.01 hereunder and (465) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Loan Party or a Subsidiary or restricts assignment, pursuant to customary provisions, of any other agreement entered into in the ordinary course of business, (d) consists of customary restrictions and conditions in joint venture and similar agreementsis permitted under Section 6.02(s), (e) is exists in any agreement or other instrument of a person acquired in effect an Investment permitted hereunder in existence at the time of such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was Investment (but not entered into created in connection with therewith or in contemplation thereof), which prohibition or limitation is not applicable to any person, or the properties or assets of such any person, other than the person, or the property or assets of the person becoming a Subsidiary of Borrowerso acquired, and (f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which (x) limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary to encumber its ownership interest therein or (y) in the case of the ▇▇▇▇▇ Joint Venture Arrangement, limits the ability of Novelis Corporation or ▇▇▇▇▇ to encumber the ▇▇▇▇▇ Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the ▇▇▇▇▇ Location for use or processing by ▇▇▇▇▇ in accordance with the terms of the ▇▇▇▇▇ Joint Venture Arrangement; (g) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3), (5) and 4(e) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions 219 and restrictions limitations than those prior to such amendment or refinancing; (h) consists of customary covenants in agreements entered into in the ordinary course of business restricting the pledge of such agreement, solely to the extent such negative pledge provision is not enforceable under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or similar applicable requirements of Applicable Law; or (i) consists of customary covenants or restrictions in any Joint Development Agreement restricting the pledge of any Intellectual Property developed under such Joint Development Agreement; provided that (x) each Loan Party shall use commercially reasonable efforts to negotiate any Joint Development Agreement entered into by it after the Amendment No. 7 Effective Date in a manner that avoids any such covenants or restrictions, (y) the Intellectual Property subject to any such covenants or restrictions shall not at any time, taken as a whole, constitute a material portion of the Intellectual Property owned or licensed by the Companies, taken as a whole, and (z) such Joint Development Agreement shall not prohibit or restrict the ability of any Agent to use the applicable Company’s rights in the Intellectual Property subject to such Joint Development Agreement during the continuance of an Event of Default, for purposes of enabling any Agent to exercise rights and remedies under the Loan Documents, including in accordance with Section 6.1 of the U.S. Security Agreement dated as of January 13, 2017 (as if such Section applies to the Intellectual Property subject to such Joint Development Agreement mutatis mutandis). Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, except, in the case of clauses (i) and (ii), to the extent not prohibited under the Revolving Credit Loan Documents and the Secured Term Loan Documents or (iii) the assets of Novelis Corporation located at the ▇▇▇▇▇ Plant that constitute Excluded Property (other than any Lien in favor of ▇▇▇▇▇ or Tri-Arrows (or any successor of Tri-Arrows as Joint Venture partner in ▇▇▇▇▇) pursuant to the ▇▇▇▇▇ Joint Venture Arrangement) unless a Lien (subject to the Intercreditor Agreement) has been granted in favor of the Collateral Agent to secure the Secured Obligations.

No Further Negative Pledge. Enter Shall not, and shall not permit any other Loan Party to, enter into any agreement, instrument, deed or lease which prohibits or limits the ability of the Borrower or any Company other Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligationto secure the Secured Obligations, except the following: (1) this Agreement Agreement, the other Loan Documents, the Revolving Loan Documents and the other First Lien Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or other Loan Party, (d) consists restricts sublicensing or assignment of customary restrictions and conditions in joint venture and similar agreementsany license governing an interest licensed to the Borrower or such other Loan Party, (e) is exists in any agreement in effect at the time such Subsidiary other Loan Party becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and or (f) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (4)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party or any Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and Agreement, the other Loan Documents, the ABL Credit Agreement Documents, the Term Loan Agreement Documents and the documents governing any Indebtedness incurred pursuant to Sections 7.03(c), (d), (e), (f), (h), (j), (k), (r), and (s); (2) covenants in documents creating Liens permitted by Section 6.01(k) 7.01 prohibiting further Liens on the properties encumbered thereby; and (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists restricts sublicensing, the granting of customary provisions in leases and other contracts restricting a Lien or subletting or assignment of any contract, license or lease of a Loan Party or a Subsidiary thereof, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowera Loan Party, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower, and a Loan Party or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause subsection (3) and 4(e) above3)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its properties their respective properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties assets encumbered thereby; (3) the Term Senior Subordinated Note Documents, (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Documents on any Collateral securing the Loans or any Interest Rate Agreement and related documentsdoes 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 Loan Party to secure the Obligations, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementslaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (d) consists is not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of customary restrictions and conditions in joint venture and similar agreementsthis Agreement, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (f) is are imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (31) and 4(e) abovethrough (5); provided, provided that such amendments or and refinancings are permitted hereunder or are are, in the good faith judgment of Holdings’ Board of Directors, no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Note Documents; (4) any Additional Senior Unsecured Indebtedness and Permitted Refinancing Indebtedness with respect thereto, so long as such covenants are not, taken as a whole, more restrictive to Borrower and its Subsidiaries in any material respect than those in this Agreement; (5) any Subordinated Indebtedness and Permitted Refinancing Indebtedness with respect thereto, so long as such covenants are no not, taken as a whole, more restrictive to Borrower and its Subsidiaries in any material respect than those in the Senior Note Documents; (6) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Company to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (47) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of leasehold interests contained in any Lease governing a leasehold interest of Borrower or a Subsidiary, (d) exists in any agreement assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired, (e) customary provisions restricting assignment or any other transfer of any agreement entered into by the Borrower or a Subsidiary in the ordinary course of business, (f) customary provisions with respect to distributions of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements not otherwise prohibited hereunder; provided that such encumbrances or other disposition; provided, that (i) such restrictions apply only to the assets or property subject to such propertyjoint venture, asset sale, stock sale or similar agreement or to the assets or property being sold or disposed of, as the case may be, (g) restrictions on cash or other deposits or net worth imposed by suppliers, landlords, customers, insurance and surety or bonding companies under contracts entered into in the ordinary course of business, (h) in the case of any joint venture which is not a Loan Party, exists in such person’s Organizational Documents or its joint venture agreement or stockholders agreements solely to the extent affecting the Equity Interests of or property held in the subject joint venture, and (ii) such sale or other disposition is permitted hereunder, (c) consists of customary provisions in leases and other contracts restricting subletting or assignment thereof, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and (fi) is imposed by any amendment amendments or refinancings Permitted Refinancing Indebtedness that are is otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (7)(d); provided, provided that such amendments or refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancingand, in connection with Permitted Refinancing Indebtedness, the restrictions contained in such definition are complied with.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.01(k) 7.01 prohibiting further Liens on the properties encumbered thereby; (3c) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Term Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documentsdoes 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 Loan Party to secure the Secured Obligations; (d) covenants existing in the documents governing the 2011 Notes, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) the 2014 Notes, the 2016 Notes and the 2025 Debentures and (l) or any other secured Indebtedness permitted by Section 6.01 and (4e) any prohibition or limitation that (ai) exists pursuant to applicable Legal RequirementsRequirements of Law, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (ciii) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any lease governing a leasehold interest of the Borrower or a Restricted Subsidiary, (div) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Restricted 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 Person becoming a Restricted Subsidiary of Borrower, and or (fv) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3b), (c), (d) and 4(e) aboveor (e)(iv); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien for an obligation if a Lien is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) prohibiting further Liens on the properties encumbered thereby; (3) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01 and (4) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirements, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereunder, (c) consists of customary provisions in leases and other contracts restricting subletting or assignment thereof, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and (f) is imposed by any amendment or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) above; provided, that such amendments or refinancings are permitted hereunder or are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 7.01 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 7.05 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any lease governing a leasehold interest of the Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in 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 Person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter Holdings will not, and will not permit any of the Restricted Subsidiaries to enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered therebythereby (and any document governing any secured Permitted Refinancing Indebtedness with respect thereto); (3) documentation with respect to the Term Loan Credit Agreement Senior Notes in effect on the Amendment No. 2 Effective Date and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(elisted on Schedule 6.17; (4) and (l) or any other secured agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness permitted or other obligation by Section 6.01 and virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.04 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof leasehold interests contained in any lease governing a leasehold interest of Holdings or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of BorrowerHoldings, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); (6) arise pursuant to agreements entered into with respect to any sale, transfer, lease, license or other disposition permitted by Section 6.04, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale, transfer, lease, license, or other disposition of the Equity Interests of such Subsidiary, and 4(eapplicable solely to assets under such sale, transfer, lease or other disposition; or (7) aboverepresent Indebtedness of a Non-Subsidiary Loan Party to the extent such Indebtedness is permitted by Section 6.01; provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive (as determined in good faith by the Canadian Borrower) with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Restricted Party to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; (3c) covenants in documents related to Indebtedness incurred pursuant Section 6.01(q) in connection with an SPV Acquisition so long as such restrictions only apply to the Term Loan Credit Agreement applicable SPV Buyer and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and Vessel Holding Person thereof; (l) or any other secured Indebtedness permitted by Section 6.01 and (4d) any prohibition or limitation that (ai) exists pursuant to applicable Legal Requirements, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property pending the consummation of such sale or other dispositionsale; provided, that (ix) such restrictions apply only to such propertyproperty to be sold or disposed of, and (iiy) such sale or other disposition is permitted hereunder, (c) consists of customary provisions in leases and other contracts restricting subletting or assignment thereof, (diii) consists of customary restrictions on the assignment of leases, licenses and conditions other contracts entered into in the ordinary course of business, (iv) consists of Charter Contract Lien Restrictions with respect to any Vessel, (v) consists of customary prohibitions or limitations in joint venture and similar agreements, pooling agreements and other similar agreements restricting the pledge or assignment thereof or (vi) consists of other contractual restrictions on pledges or assignments in agreements entered into in the ordinary course of business solely to the extent such restrictions would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Legal Requirement (including the Bankruptcy Code) or principles of equity; and (e) is covenants in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and (f) is imposed by any amendment or refinancings documents creating Liens that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) above; provided, that such amendments or refinancings are permitted hereunder or are no more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingsecure Pool Financing Indebtedness prohibiting Liens on Pool Financing Receivables.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Subordinated Note Documents as in effect on February 12, 2004 and the New Senior Subordinated Note Documents as in effect on August 27, 2004; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under secure the Obligations; (5) Liens created pursuant to Section 6.01(e) 6.02(r); and (l) or any other secured Indebtedness permitted by Section 6.01 and (46) any prohibition or limitation that (a) exists pursuant to applicable Legal Requirementslaw, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of U.S. Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of U.S. Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (6)(e); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1a) this Agreement and the other Loan Documents; (2b) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3c) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Term Loan Credit Agreement Documents on any Collateral securing the Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (4d) any prohibition or limitation that (ai) exists pursuant to applicable Legal Requirementslaw, (bii) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (ciii) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of Borrower or a Subsidiary, (div) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary Subsidiary, (v) exists in any agreement evidencing Indebtedness incurred pursuant to Section 6.01(e) or (m), (vi) consists of Borrowerrestrictions on transfer of any Mining Lease or other Lease set forth in such Mining Lease or other Lease, and or (fvii) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations agreements referred to in clause (3) and 4(e) aboved)(iv); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing. Notwithstanding the foregoing, no prohibition or limitation on assignment in any agreement to which such Company is a party shall be prohibited by this Section 6.19 if such prohibition or limitation is imposed by any Requirement of Law or management of Borrower reasonably determines in good faith that eliminating such prohibition or limitation would (i) have a material adverse effect on such agreement or on such Company's relationship with the party or parties to such agreement, (ii) require the payment of any money or the making by such Company of any material concession under such agreement in exchange for not including such prohibition or limitation, or (iii) otherwise materially and adversely effect such Company; provided that, notwithstanding the foregoing or any other provision in the Loan Documents, (i) on or prior to the Post Closing Action Completion Date, no Company shall renew or replace any Lease, contract or other agreement that is not a Subsidiary Change of Control Agreement with a Lease, contract or other agreement that is a Subsidiary Change of Control Agreement, (ii) after the Post Closing Action Completion Date, no Company shall enter into any Subsidiary Change of Control Agreement unless, after giving effect thereto, the aggregate amount (in tons) of Coal reserves included in the Collateral is at least equal to the Minimum Secured Reserves and (iii) at any time, (x) no Company that is not a Land Company shall enter into a Subsidiary Change of Control Agreement and (y) no Company other than Holdings shall enter into a Borrower Change of Control Agreement (and by making Holdings the party thereto the provisions contained therein that make such agreement a "Borrower Change of Control Agreement" must no longer apply to Borrower) unless consented to in writing by each of the Lenders.

No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company Loan Party to create, incur, assume or suffer to exist any Lien upon any of its their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any Lien security for an obligation if a Lien security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.01(k) 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Term Senior Second Lien Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Credit Agreement Documents on any Collateral securing the Secured Obligations and related documents, does not require the direct or indirect granting of any agreements governing Lien securing any Indebtedness permitted or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to be incurred under Section 6.01(e) secure the Secured Obligations; and (l) or any other secured Indebtedness permitted by Section 6.01 and (45) any prohibition or limitation that (a) exists pursuant to applicable Legal RequirementsRequirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; provided, that (i) such restrictions apply only to such property, and (ii) such sale or other disposition is permitted hereundersale, (c) consists of customary provisions in leases and other contracts restricting restricts subletting or assignment thereofof any lease governing a leasehold interest of a Borrower or a Subsidiary, (d) consists of customary restrictions and conditions in joint venture and similar agreements, (e) is exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, and or (fe) is imposed by any amendment amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) and 4(e) aboveor (5)(d); provided, provided that such amendments or and refinancings are permitted hereunder or are no more materially restrictive with respect to such encumbrances prohibitions and restrictions limitations than those prior to such amendment or refinancing.