Common use of No Further Negative Pledges Clause in Contracts

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter Enter into any Contractual Obligation (other than this Agreement and the other Credit Other Documents and the ABL Loan Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 7.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e7.8(g), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens Encumbrances securing such Indebtedness, (ii) any Permitted Lien Encumbrance or any document or instrument governing any Permitted LienEncumbrance; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted LienEncumbrance, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 7.1 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Each of the Credit Party shallParties will not, nor shall will it permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under such agreement if security is given for some other obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument governing Indebtedness incurred pursuant to Section 7.1(c), provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument Instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iiid) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions contained in any agreement relating to the a disposition of any property or assets permitted under Section 8.9 hereunder pending the consummation of such disposition, and (ivg) customary provisions restricting assignments, subletting or other transfers restrictions contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of businessTerm Loan Agreement.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Loan Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 9.18 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness Debt permitted under Section 8.1(eSections 9.1(d) or 9.1(h), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such IndebtednessDebt, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 9.13 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements agreements, organizational documents and similar agreements entered into in the ordinary course of businessbusiness in a manner substantially consistent with past practices.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party the Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(k), solely to the extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Borrower to secure any Indebtedness, (iii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iiiiv) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 8.10 pending the consummation of such disposition, and (ivv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any material Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e8.1(d), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 8.10 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Credit Party shallHoldings and the Company shall not, nor and shall it not permit any of its their Subsidiaries to, to enter into any Contractual Obligation (agreement prohibiting the creation or assumption of any Lien upon any of its material properties or assets, whether now owned or hereafter acquired, to secure Indebtedness under any senior credit facility, including this Agreement, other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) this Agreement, the Second Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, or any negative pledge incurred or provided in favor agreement prohibiting only the creation of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Subordinated Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only agreement evidencing Indebtedness secured by Liens permitted by subsections 7.2A(ii), (iii), (iv), (vi), (vii) and (viii) as to the asset or assets subject to securing such Permitted LienIndebtedness, (iii) agreements that are customary restrictions and conditions contained in any agreement relating on leases, subleases, licenses or permits so long as such restrictions relate to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such dispositionsubject thereto, and (iv) agreements that are customary provisions restricting assignments, subletting or other transfers contained in leasesassignment of any lease governing a leasehold interest, licenses, joint venture (v) agreements and similar agreements that are customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of businessbusiness and (vi) any agreement evidencing an asset sale, as to the assets being sold.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, shall enter into any Contractual Obligation agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except (other than this Agreement and a) restrictions pursuant to the other Credit Documents) that limits the ability of , any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Subordinated Indebtedness permitted under Section 8.1(e6.1(c) and any Surviving Indebtedness permitted under Section 6.1(g), solely to provided, in the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such case of Subordinated Indebtedness and Surviving Indebtedness, that such restrictions are no more restrictive in any material respect than the applicable restrictions in the Senior Subordinated Note Documents; (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iiib) customary restrictions and conditions contained in any agreement relating to the disposition pending a sale of any property or assets permitted hereunder arising under Section 8.9 pending the consummation an executed agreement in respect of such dispositionsale, and provided, such restrictions relate only to the property or assets being sold; (ivc) customary provisions restricting assignmentsrestrictions on assignment, subletting or other transfers contained in leases, licenses, joint venture agreements licenses and similar agreements entered into in the ordinary course of businessbusiness of Company and its Subsidiaries, provided, in each case, such restrictions relate only to the property subject to such leases, licenses or similar agreements; and (d) restrictions on property or assets subject to a Lien permitted under Section 6.2(m), provided, such restrictions relate only to the property or assets subject to such Lien.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, (d) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (e) obligations that are binding on a person at the time such Person first becomes a Subsidiary of a Borrower or any of the other Credit Parties, and (f) customary restrictions contained in an agreement relating to a Disposition that limit the transfer of encumbrances of the property or assets relating to such Disposition pending consummation thereof; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit prohibit: (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, ; (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, ; (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 8.10 pending the consummation of such disposition, and ; and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party the Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), ) solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(l) solely to the extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Borrower to secure any Indebtedness, (iii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iiiiv) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 8.10 pending the consummation of such disposition, and (ivv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, and (vi) any Contractual Obligation (including, without limitation, any negative pledge) incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(k).

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, howeverthat, that this Section 8.3 shall not prohibit prohibit: (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, ; (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that , provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, ; (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 8.10 pending the consummation of such disposition, and ; and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business. Notwithstanding the foregoing or anything in this Agreement to the contrary, at no time shall the Credit Parties be permitted to create, incur, assume or suffer to exist Liens on any interest (fee, leasehold or otherwise) owned by the Borrower or any of its Subsidiaries as of the ClosingFourth Amendment Effective Date in any real property located in the State of FloridaReal Estate Asset.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, (d) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (e) obligations that are binding on a person at the time such Person first becomes a Subsidiary of thea Borrower or any of the other Credit Parties, and (f) customary restrictions contained in an agreement relating to a Disposition that limit the transfer of encumbrances of the property or assets relating to such Disposition pending consummation thereof; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Each of the Credit Party shallParties will not, nor shall will it permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under such agreement if security is given for some other obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument governing Indebtedness incurred pursuant to Section 7.1(c) or (h), provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument Instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iiid) customary restrictions on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (f) customary restrictions and conditions contained in any agreement relating to the a disposition of any property or assets permitted under Section 8.9 hereunder pending the consummation of such disposition, and (ivg) customary provisions restricting assignments, subletting or other transfers restrictions contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of businessRevolving Credit Agreement.

No Further Negative Pledges. No Credit Party Borrower shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party such Borrower or any such Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 7.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e7.1(e), solely (g) and (h)solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 7.10 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries (including any Regulated Subsidiaries) or any Qualifying Reciprocal Entity in respect of which it is appointed as attorney-in-fact to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary Company Entity to create, incur, assume or suffer to exist Liens on property the Property of such Person; provided, howeverthat, that this Section 8.3 shall not prohibit prohibit: (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under incurred and outstanding in reliance on Section 8.1(e), solely to the extent that any such negative pledge relates to the property financed by by, or subject to to, Permitted Liens securing such Indebtedness, ; (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that , provided, that, any such restriction contained therein relates only to the asset or assets Property subject to such Permitted Lien, ; (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets Property permitted under Section 8.9 8.10 pending the consummation of such disposition, and ; and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Restricted Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (other than a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing purchase money Indebtedness or Capital Leases permitted pursuant to Section 6.1; provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iid) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iiie) customary restrictions and conditions contained in any specific property to be sold pursuant to an executed agreement relating with respect to the disposition of any property or assets a permitted under Section 8.9 pending the consummation of such dispositionAsset Disposition, and (ivf) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements licenses and similar agreements entered into in the ordinary course of businessbusiness (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).

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business. Notwithstanding the foregoing or anything in this Agreement to the contrary, at no time shall the Credit Parties be permitted to create, incur, assume or suffer to exist Liens on any interest (fee, leasehold or otherwise) owned by the Borrower or any of its Subsidiaries as of the Closing Date in any real property located in the State of Florida.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary Except with respect to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred specific property encumbered to secure payment of particular Indebtedness or provided in favor to be sold pursuant to an executed agreement with respect to a sale or other disposition of any holder of Indebtedness assets permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtednesshereunder, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets specific property subject to such Permitted Liena Ground Lease, (iii) customary restrictions and conditions contained in any agreement relating Management Agreements (to the disposition extent that the terms thereof prohibit the assignment of rights thereunder, but not any property other rights or assets permitted interests and otherwise consistent with industry practices) as security for the obligations of the Loan Parties under Section 8.9 pending the consummation of such dispositionSenior Credit Agreement or otherwise, and (iv) customary provisions restricting assignments, subletting or any other transfers contained in leases, licenses, joint venture agreements and similar agreements agreement entered into in the ordinary course of businessbusiness which by its terms restricts the assignment of rights thereunder (but not any other rights or interests and otherwise consistent with industry practices) as security for the obligations of the Loan Parties under the Senior Credit Agreement or otherwise and (v) the Senior Credit Agreement, the Loan Parties shall not and shall not permit any of their respective Subsidiaries to, directly or indirectly, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets (including, without limitation, any interest in, or right to receive payments under, any of the Management Agreements), whether now owned or hereafter acquired except to the extent that Liens to secure the Obligations are excluded therefrom.

No Further Negative Pledges. No Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale and (b) restrictions contained in the First Lien Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability related documents by reason of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements licenses and similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions set forth in any Indebtedness incurred pursuant to Section 6.01(k), so long as they are limited to the assets that are the subject of a Capital Lease or installed, constructed, repaired or improved with the proceeds of such Indebtedness, (e) pursuant to Indebtedness incurred pursuant to Section 6.01(o) and (f) pursuant to any agreements acquired or entered into in connection with a Permitted Acquisition, no Loan Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, (d) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (e) obligations that are binding on a person at the time such Person first becomes a Subsidiary of the Borrower or any of the other Credit Parties, and (f) customary restrictions contained in an agreement relating to a Disposition that limit the transfer of encumbrances of the property or assets relating to such Disposition pending consummation thereof; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale and (b) restrictions contained in the Second Lien Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability related documents by reason of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements licenses and similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions set forth in any Indebtedness incurred pursuant to Section 6.01(k), so long as they are limited to the assets that are the subject of a Capital Lease or installed, constructed, repaired or improved with the proceeds of such Indebtedness, (e) pursuant to Indebtedness incurred pursuant to Section 6.01(o) and (f) pursuant to any agreements acquired or entered into in connection with a Permitted Acquisition, no Loan Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 8.10 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Credit Party Obligor shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation agreement prohibiting the creation or assumption of any Security upon any of its properties or assets, whether now owned or hereafter acquired, to secure the DIP Obligations, except prohibitions or restrictions existing under or by reason of: (other than a) this Agreement and the other Credit Finance Documents, (b) that limits applicable law; (c) customary non-assignment provisions in contracts entered into in the ability ordinary course of business; (d) any Credit Party restriction or encumbrance with respect to any assets of the Borrower or any such Subsidiary of its Subsidiaries imposed pursuant to create, incur, assume an agreement which has been entered into for the sale or suffer to exist Liens on property disposition of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lienassets; provided that any such sale or disposition is permitted under this Agreement and such restriction contained therein relates or encumbrance shall only be effective against the assets to the asset be sold or assets subject to such Permitted Lien, disposed of; (iiie) customary restrictions and conditions contained in any agreement relating to the disposition by reason of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements licenses and similar agreements entered into in the ordinary course of business, provided that such restrictions are limited to the property or assets subject to such leases, licenses or similar agreements, as the case may be; and (f) restrictions contained in the Prepetition Credit Documents.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation contractual obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party the Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such PersonPerson in favor of the Collateral Agent for the benefit of the holders of the Obligations; provided, however, that this Section 8.3 7.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), 7.1 solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 7.10 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, and (v) until such time as the Senior Secured Notes have been redeemed, repaid or otherwise satisfied in full, any limitation under the Senior Secured Notes Indenture.

No Further Negative Pledges. No The Credit Party shallParties will not, nor shall it will they permit any of its Subsidiaries Restricted Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (other than a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing purchase money Indebtedness or Capital Leases permitted pursuant to Section 6.1; provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iiid) customary restrictions and conditions contained in any specific property to be sold pursuant to an executed agreement relating with respect to the disposition of any property or assets a permitted under Section 8.9 pending the consummation of such dispositionAsset Disposition, and (ive) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements licenses and similar agreements entered into in the ordinary course of businessbusiness (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).

No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party the Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(l), solely to the extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Borrower to secure any Indebtedness, (iii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iiiiv) customary restrictions and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.9 8.10 pending the consummation of such disposition, and (ivv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business.

No Further Negative Pledges. No Credit Party shall, nor shall it permit any Except with respect to (a) specific property encumbered to secure payment of its Subsidiaries to, enter into any Contractual Obligation (particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale or other than disposition of assets not prohibited by this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property financed by or subject to Permitted Liens securing such IndebtednessAgreement, (iib) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions and conditions contained in any agreement relating to the disposition by reason of any property or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements licenses and similar agreements entered into in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be) or joint ventures, (c) restrictions on property or assets subject to a Lien permitted under Section 6.2(m), provided, such restrictions relate only to the property or assets subject to such Lien, (d) restrictions, if any, under the Senior Subordinated Note Indenture or restrictions no less favorable taken as a whole to the Lenders under documents governing Indebtedness permitted under Section 6.1(c), and (e) restrictions permitted pursuant to the proviso to Section 6.6, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

No Further Negative Pledges. No Each of the Credit Party shallParties will not, nor shall will it permit any of its Subsidiaries Subsidiary to, enter into into, assume or become subject to any Contractual Obligation agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security to secure obligations under such agreement if security is given for some other obligation, except (other than a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or Instrument governing Indebtedness incurred pursuant to Section 7.1(c), provided that limits the ability of any Credit Party or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely restriction contained therein relates only to the extent any such negative pledge relates to the property financed by asset or subject to Permitted Liens securing such Indebtednessassets constructed or acquired in connection therewith, (iic) in connection with any Permitted Lien or any document or instrument Instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iiid) customary restrictions and conditions contained on the assignment of or granting of a lien on a particular lease, sublease, license or contract set forth in any agreement relating to the disposition of any property such lease, sublease, license or assets permitted under Section 8.9 pending the consummation of such disposition, and (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements contract entered into in the ordinary course of business, (e) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, and (f) customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the consummation of such disposition.