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 Covenant Basket Classification. For purposes of determining compliance with the provisions of [Sections 7.02, 7.05, 7.06, and 7.13]3]3]3], in the event that a transaction restricted by any such Section meets the criteria of more than one of the permitted categories of restricted transactions described therein, the Borrower may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such transaction in a manner that complies with the requirements of such Section, and will only be required to include the amount and type of such transaction in one or more of such permitted categories; provided, however, that no such reclassification of a transaction may be made in reliance on a “ratio-based” basket if the ratio required by such basket was not satisfied at the time such transaction was originally consummated. In addition, when calculating a combination of fixed amounts and amounts permitted under ratio-based tests in concurrent transactions, a single transaction or a series of related transactions under a single covenant, any ratio-based tests under such covenant shall be calculated without giving effect to the utilization of such fixed amounts.

Negative Covenants. Without the prior written consent of the Requisite Holders, the Maker shall not and shall not permit any of its Subsidiaries to:

Negative Discretion. Notwithstanding any other provision of this Section 9, the Committee retains the discretion to reduce the amount of any Award Opportunity, 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 Award Opportunity than would otherwise be provided by Section 9.B above.

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

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:

Section # Events of Default 111112

Other Negative Covenants. The Borrower will not, unless the Lender shall otherwise consent in writing # create, assume or suffer to exist, any liens or security interest upon or with respect to any other assets material to the consolidated operations of the Borrower, # create, assume or suffer to exist any other debt, or # merge or consolidate with any person or entity.

If the Company’s reported financial or operating results become subject to a material negative restatement, the Executive Resources Committee may determine that all or a portion of the bonus or bonus units granted to a grantee during the three year period prior to such material restatement, where such grantee was an Executive Officer during all or any portion of such three year period, would not have been granted if the Company’s results as originally published had been equal to the Company’s results as subsequently restated (the “restatement forfeiture bonus or bonus units”). In such event, at the company’s discretion, the restatement bonus or bonus units are forfeited and the company shall make no payment with respect to such restatement forfeiture bonus or bonus units.