Common use of Additional Negative Pledges Clause in Contracts

Additional Negative Pledges. (a) Create or otherwise cause to exist or become effective, or permit any of the Subsidiaries to create or otherwise cause to exist or become effective, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity and its Subsidiaries, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) or (z) as described on Schedule 9.12, any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of CBI or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation, except as described on Schedule 9.12, which may restrict or inhibit the Agent’s rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, or (b) Suffer to exist or permit any of its Subsidiaries to suffer to exist, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) and (z) as described on Schedule 9.12, any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of CBI or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation which may restrict or inhibit the Agent’s rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, which prohibition, restriction or Contractual Obligation is more restrictive than those in effect on the Original Closing Date.

Additional Negative Pledges. (a) Create US Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, or permit any of the Subsidiaries to create or otherwise cause to exist or become effective, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity and its Subsidiaries, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) or (z) as described on Schedule 9.12, any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Collateral Agent and the LendersSecured Creditors) on the creation or existence of any Lien upon the assets of CBI US Company or any of its Subsidiaries, Subsidiaries to secure the Obligations (other than Permitted under the documents governing any Purchase Money Liens and Leases so long as such restrictions are limited to the property subject thereto) or (ii) any Contractual Obligation, except as described on Schedule 9.12, contractual obligation which may restrict or inhibit the Administrative Agent’s or Collateral Agent’s rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, or (b) Suffer to exist or permit any of its Subsidiaries to suffer to exist, directly or indirectly, (i) other than (xA) restrictions set forth in agreements relating to debt for borrowed money by reason of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded EntityApplicable Law, (yB) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) and (z) as described on Schedule 9.12, any prohibition customary provisions restricting subletting or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence assignment of any Lien upon the assets lease governing any leasehold interest of CBI US Company or any of its Subsidiaries, (C) customary provisions restricting assignment of any licensing agreement (in which US Company or any of its Subsidiaries is the licensee) or other than Permitted Liens contract entered into by US Company or any of its Subsidiaries in the ordinary course of business, (iiD) restrictions on the transfer of any Contractual Obligation which may restrict or inhibit asset pending the Agent’s rights or ability to sell or otherwise dispose close of the Collateral or sale of such asset and (E) pursuant to the Senior Note Documents as in effect on the Effective Date (and in the case of any part thereof after Permitted Senior Notes Refinancing, as in effect on the occurrence date of an Event of Defaultsuch Permitted Senior Notes Refinancing, which prohibition, restriction or Contractual Obligation is provided that such terms are no more restrictive than those in the Senior Notes Documents as in effect on the Original Closing Effective Date) and pursuant to the Permitted Additional Financing Documents (so long as such terms are no more restrictive than those in the Senior Notes Documents as in effect on the Effective Date) and pursuant to the documents governing any Purchase Money Liens and Leases (so long as such restrictions are limited to the property subject thereto).

Additional Negative Pledges. (a) Create or otherwise cause to exist or become effective, or permit any of the Subsidiaries to create or otherwise cause to exist or become effective, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity and its Subsidiaries, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) or (z) as described on Schedule 9.12, any prohibition or restriction (including any agreement to ------------- provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of CBI the Borrower or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation, except as described on Schedule 9.12, which may restrict or inhibit the Agent’s 's ------------- rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, or (b) Suffer to exist or permit any of its the Subsidiaries to suffer to exist, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) and (z) as described on Schedule 9.12, any ------------- prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of CBI the Borrower or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation which may restrict or inhibit the Agent’s 's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, which prohibition, restriction or Contractual Obligation is more restrictive than those in effect on the Original Closing Date.

Additional Negative Pledges. (a) Create or otherwise cause to exist or become effective, or permit any of the Subsidiaries to create or otherwise cause to exist or become effective, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity and its Subsidiaries, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) or (z) as described on Schedule 9.12, any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of CBI or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation, except as described on Schedule 9.12, which may restrict or inhibit the Agent’s 's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, or (b) Suffer to exist or permit any of its Subsidiaries to suffer to exist, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) and (z) as described on Schedule 9.12, any prohibition or restriction (including any 103 agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of CBI or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation which may restrict or inhibit the Agent’s 's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, which prohibition, restriction or Contractual Obligation is more restrictive than those in effect on the Original Closing Date.

Additional Negative Pledges. (a) Create or otherwise cause to exist or become effective, or permit any of the Subsidiaries to create or otherwise cause to exist or become effective, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity and its Subsidiaries, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) or (z) as described on Schedule 9.12, any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of CBI or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation, except as described on Schedule 9.12, which may restrict or inhibit the Agent’s 's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, or (b) Suffer to exist or permit any of its Subsidiaries to suffer to exist, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) and (z) as described on Schedule 9.12, any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of CBI or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation which may restrict or inhibit the Agent’s 's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, which prohibition, restriction or Contractual Obligation is more restrictive than those in effect on the Original Closing Date.

Additional Negative Pledges. (a) Create or otherwise cause to exist or become effective, or permit any of the Subsidiaries to create or otherwise cause to exist or become effective, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity and its Subsidiaries, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) or (z) as described on Schedule 9.12, any prohibition or restriction (including any agreement to ------------- provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of CBI the Borrower or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation, except as described on Schedule 9.12, which may restrict or inhibit the Agent’s 's ------------- rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, or (b) Suffer to exist or permit any of its the Subsidiaries to suffer to exist, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) and (z) as described on Schedule 9.12, any ------------- prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of CBI the Borrower or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation which may restrict or inhibit the Agent’s 's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, which prohibition, restriction or Contractual Obligation is more restrictive than those in effect on the Original Closing Date.

Additional Negative Pledges. (a) Create or otherwise cause to exist or become effective, or permit any of the Subsidiaries to create or otherwise cause to exist or become effective, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity and its Subsidiaries, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) or (z) as described on Schedule 9.12, any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of CBI the Borrower or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation, except as described on Schedule 9.12, which may restrict or inhibit the Agent’s 's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, or (b) Suffer to exist or permit any of its the Subsidiaries to suffer to exist, directly or indirectly, (i) other than (x) restrictions set forth in agreements relating to debt for borrowed money of an Excluded Entity, as long as such restrictions are binding only on the applicable Excluded Entity, (y) restrictions set forth in documents relating to Permitted Indebtedness, as long as such restrictions are binding only on the primary obligor on such Indebtedness (and its Subsidiaries) and (z) as described on Schedule 9.12, any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) on the creation or existence of any Lien upon the assets of CBI the Borrower or any of its Subsidiaries, other than Permitted Liens or (ii) any Contractual Obligation which may restrict or inhibit the Agent’s 's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, which prohibition, restriction or Contractual Obligation is more restrictive than those in effect on the Original Closing Date.