Each Borrower covenants and agrees that, until the termination of all of the Commitments and the payment in full of the Obligations:

Negative Covenant. From the date of its appointment until the Facility Termination Date, the Backup Servicer will not make any changes to the Backup Servicing Fee without the prior written approval of the Administrative Agent (acting at the direction of the Required Lenders) and, so long as no Event of Default or Servicer Termination Event has occurred, the Borrower.

Negative Covenant. Each Party covenants that it will not knowingly use or practice any of the other Party’s intellectual property rights licensed to it under this [Article 10] in a manner that would constitute infringement or misappropriation of such intellectual property rights except for the purposes expressly permitted in the applicable license grant.

Negative Covenants. The following sections in the Loan Agreement shall be amended as follows:

Negative Covenants. So long as the Note remains outstanding, ​ shall not, without the prior written consent of the Lenders:

Negative Pledge. So long as the Credit Facility shall remain outstanding, Pledgor will not, without the prior written consent of Lender:

Negative Discretion. Notwithstanding any other provision of this [Section 9], the Committee retains the discretion to reduce the amount of any Long-Term Incentive Bonus, including a reduction of such amount to zero. By way of illustration, and not in limitation of the foregoing, the Committee may, in its discretion, determine # not to grant a pro-rated Award Opportunity pursuant to [Section 9].A above, # not to adjust an outstanding Award Opportunity pursuant to [Section 9].B above, # to grant a pro-rated Award Opportunity in a smaller amount than would otherwise be provided by [Section 9].A above, or # to adjust an outstanding Award Opportunity to produce a smaller Long-Term Incentive Award than would otherwise be provided by [Section 9].B above.

. So long as any ​ shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, no ​ shall, nor shall it permit any ​ to, directly or indirectly:

NEGATIVE COVENANTS. So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Consolidated Entity to, directly or indirectly:

Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.

#​ and any one or more ​ (including New ​) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such ​ shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying # the amount of such increase and # the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, # without the consent of the Required ​, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed ​ and # without the consent of the Agent, # each increase effected pursuant to this paragraph shall be in a minimum amount of at least ​ and # no more than six Increased Commitment Closing Dates may be selected by ​ after the Closing Date. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

For so long as this Agreement has not been terminated in accordance with [[Section 8, NEE]E]] agrees that:

Extension of Commitments. Effective as of the Extension Date, the Termination Date of the Commitment of each Extending Lender identified on [Schedule I] shall be extended to ​, which, for purposes of [Section 2.08(d)(ii)] of the Credit Agreement, shall be the “Current Termination Date.”

Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Lender severally agrees to make a term loan under its Term Loan Commitment (each such loan, a “Term Loan”) to the Borrower on the Closing Date in a single advance in an aggregate amount not to exceed ​; provided that the aggregate amount of Term Loans from each Lender shall not exceed such Lender’s Term Loan Commitment. Each request by the Borrower for a Term Loan shall be deemed to be a representation by the Borrower that it shall be in compliance with [Section 4.1] immediately after giving effect to the requested Term Loans. The Term Loan Commitments are not revolving commitments, and the Borrower shall not have the right to repay and reborrow any Term Loan under this [Section 2.1].

US Tranche Commitments. Subject to the terms and conditions set forth herein, each US Tranche Lender agrees to make US Tranche Revolving Loans denominated in US Dollars to the US Tranche Borrowers from time to time during the Availability Period in principal amounts at any time outstanding that will not result in # the Aggregate US Tranche Revolving Credit Exposure exceeding the aggregate US Tranche Commitments or # the US Tranche Revolving Credit Exposure of any Lender exceeding its US Tranche Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the US Tranche Borrowers may borrow, prepay and reborrow US Tranche Revolving Loans.

Except as otherwise specifically contemplated by this Agreement or consented to in writing by the Purchaser (such consent not to be unreasonably withheld), from the date of this Agreement until the Time of Closing, the Vendor shall cause the Corporation to not permit, and the Corporation shall not permit:

If any Default described in [Section 8.1(F) or 8.1(G)])] occurs, the obligations of the Revolving Loan Lenders to make Revolving Loans hereunder, the obligation of the Term Loan Lenders to make Term Loans hereunder, and the obligation of the Issuing Banks to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank or any Lender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in each Agreed Currency, in immediately available funds, equal to the difference of # one hundred five percent (105%) of the amount of L/C Obligations denominated in such Agreed Currency at such time, less # the amount of such Agreed Currency on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, in the aggregate for all Agreed Currencies, the “Collateral Shortfall Amount”), which funds shall be held in the L/C Collateral Account. If any other Default occurs, # the Administrative Agent may, and at the request of Required Revolving Loan Lenders shall, terminate or suspend the obligations of the Revolving Loan Lenders to make Revolving Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, # the Administrative Agent may, and at the request of Required Term Loan Lenders shall, terminate or suspend the obligations of the Term Loan Lenders to make Term Loans hereunder and # the Administrative Agent may, and at the request of the Required Lenders shall, # declare the Obligations to be due and payable, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower expressly waives, and # upon notice to the Borrowers and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Account.

Voluntary Reduction of Commitments. ​ (on behalf of itself and the Subsidiary Borrower) may permanently reduce the Aggregate Revolving Loan Commitment in whole, or in part ratably among the Revolving Loan Lenders of such Class, in an aggregate minimum amount of ​ with respect thereto and integral multiples of ​ in excess of that amount with respect thereto (unless the Revolving Loan Commitments of a Class are reduced in whole), upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the total Revolving Loan Commitments of any Class may not be reduced below the Dollar Amount of the Revolving Credit Obligations of such Class. All accrued commitment fees in respect of such Class shall be payable on the effective date of any termination of the obligations of any Revolving Loan Lenders of such Class to make Revolving Loans of such Class hereunder.

During the Support Effective Period, the Company agrees that it shall, subject to the terms and conditions of this Agreement (including those set forth in the Term Sheet):