The Borrower shall not create any Security Interests over any of its Project related assets, except for:

Negative Pledge. The Seller shall not permit any Person to have a Lien over the Capital Stock of the Borrower.

Negative Pledge. Enter into or be subject to any agreement, or permit any of its Restricted Subsidiaries to enter into or be subject to any agreement, governing any Debt which constitutes a Negative Pledge, other than # restrictions on further subordinate Liens on Assets encumbered by a mortgage, deed to secure debt or deed of trust securing such Debt or # Negative Pledges with respect to any Asset that is not an Unencumbered Asset (it being agreed that an Asset that is included as an Unencumbered Asset that becomes subject to a Negative Pledge not otherwise permitted under [clause (vi)] of the definition of the term “Unencumbered Asset Conditions” shall be deemed removed as an Unencumbered Asset in accordance with [Section 5.01(j)(ii)] and the Borrower shall comply with the requirements of such Section).

Negative Pledge. Pledge any of Borrower's assets to any third party, other than permitting Permitted Liens to be created.

Negative Pledge. The Seller shall not, and shall not permit any of its Affiliates to, create, incur, assume or suffer to exist any Lien on: # the Purchased Royalty, except that the Seller may grant a lien to a Senior Debt Provider on all of its accounts receivable solely in connection with a customary receivables financing facility entered into by the Seller with such Senior Debt Provider, provided that such Senior Debt Provider enters into an Acceptable Intercreditor Agreement with the Buyer, which, among other things, acknowledges that the Purchased Royalty is property of the Buyer; or # except for Permitted Liens, any of the other Preserved Rights, the Seller Patent Rights or any Out-License, in the case of clause (ii), if such action would reasonably be expected to result in a Material Adverse Effect.

Negative Pledge. The Maker will not, and will not permit any other member of the Group to, create, assume or permit to subsist any security interest over any of the Maker’s properties or assets, including, without limitation, the issued share capital of any direct Subsidiary of the Maker, other than a Permitted Security Interest.

Negative Pledge. The Seller shall not permit any Person to have a Lien over the Capital Stock of the Borrower.

. Enter into or suffer to exist, or permit any Loan Party to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets, whether now owned or hereafter acquired, to secure any Secured Obligations except # those in favor of the Secured Parties, # those that exist on the Closing Date, # in connection with # any Debt permitted by [Section 7.2(e)] solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, or # any Attributable Indebtedness permitted by [Section 7.2(f)] solely to the extent that the instrument or agreement evidencing same prohibits a Lien on the property subject thereto, or # any Debt of any Restricted Subsidiary outstanding on the date such Restricted Subsidiary becomes a Restricted Subsidiary (so long as such agreement was not entered into solely in contemplation of such Restricted Subsidiary becoming a Restricted Subsidiary), or # any Debt permitted by [Section 7.2(l)] solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property of the relevant borrowing entity, or # Permitted Incremental Equivalent Debt or Permitted Other Debt, or # any Debt permitted by [Sections 7.2(o)] – (q), or (G) any Debt of a Restricted Subsidiary that is not a Loan Party that is permitted by [Section 7.2], or # any Cash Management Agreement or similar agreement permitted by [Section 7.2(n)] solely to the extent such Debt prohibits a Lien on the property subject thereto, # customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, # customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, # restrictions set forth in any agreement relating to any Liens permitted under Section 7.1 that limit the right of the Borrower or any Restricted Subsidiary to encumber the assets subject thereto, # customary restrictions that arise in connection with any Disposition permitted by [Section 7.5] solely with respect to the assets subject to such Disposition, # pursuant to any Requirements of Law, # in connection with and pursuant to any extension, renewal or Permitted Refinancing, replacements of restrictions that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Debt so refinanced; # those imposed by any instrument or agreement governing Debt entered into on or after the Closing Date and permitted under [Section 7.2] that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Debt of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement, taken as a whole), so long as the Borrower shall have determined in good faith that such restrictions will not affect the Loan Parties’ ability to satisfy their obligations under the Loan Documents; # customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under [Section 7.6] and applicable solely to such joint venture entered into in the ordinary course of business and # encumbrances or restrictions on a Captive Insurance Subsidiary.

Negative Pledge. No Borrower shall create, incur, assume or permit to exist any Lien, other than Permitted Encumbrances, on the Project, the Property comprising the Project or any such Borrower’s or any other Project Credit Party’s interest therein.

You undertake to us that, for so long as you have any outstanding obligations or liabilities to us in connection with this Facility, you must: