Section # Events of Default 111112

Schedule # No Further Negative Pledge

Section # No Further Negative Pledge

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:

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

Borrower or any Guarantor, # any Subsidiary of the Borrower (other than an Excluded Subsidiary) to Guarantee any Obligations or # any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person to secure any Obligations; provided, that [clauses (i), (ii) and (iv) of this Section 7.09] shall not prohibit any # negative pledges incurred or provided in favor of any holder of Secured Indebtedness that is owed to a non-Affiliate of the Borrower and that is permitted under [Section 7.03] (provided that such limitation on negative pledges shall only be effective against the assets or property securing such Indebtedness), # negative pledges contained in any agreement in connection with a Disposition permitted by [Section 7.05] (provided that such limitation shall only be effective against the assets or property that are the subject of Disposition), and # limitations on Restricted Payments or negative pledges by reason of customary provisions in joint venture agreements or other similar agreements applicable to Subsidiaries that are not Wholly-Owned Subsidiaries.

are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under [Section 7.03] but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof;