Common use of No Further Negative Pledge Clause in Contracts

No Further Negative Pledge. The Borrower will not, and will not permit any of the Subsidiary Guarantors to, enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the other Loan Documents and documents with respect to Indebtedness permitted under Section 6.01(b), (i), (m) or (n); (b) covenants in documents creating Liens permitted by Section 6.02 (including covenants with respect to the DESIGNATED INDEBTEDNESS OBLIGATIONS OR DESIGNATED INDEBTEDNESS HOLDERS UNDER (AND, IN EACH CASE, AS DEFINED IN) THE SECURITY DOCUMENTS) PROHIBITING FURTHER LIENS ON THE ASSETS ENCUMBERED THEREBY; (C) CUSTOMARY RESTRICTIONS CONTAINED IN LEASES NOT SUBJECT TO A WAIVER; (D) ANY SUCH AGREEMENT THAT IMPOSES RESTRICTIONS ON INVESTMENTS OR OTHER INTERESTS IN FINANCING SUBSIDIARIES (BUT NO OTHER ASSETS OF ANY OBLIGOR); AND (E) ANY OTHER AGREEMENT THAT DOES NOT RESTRICT IN ANY MANNER (DIRECTLY OR INDIRECTLY) LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS ON ANY COLLATERAL SECURING THE “SECURED OBLIGATIONS” UNDER AND AS DEFINED IN THE GUARANTEE AND SECURITY AGREEMENT AND DOES NOT REQUIRE THE DIRECT OR INDIRECT GRANTING OF ANY LIEN SECURING ANY INDEBTEDNESS OR OTHER OBLIGATION BY VIRTUE OF THE GRANTING OF LIENS ON OR PLEDGE OF PROPERTY OF ANY OBLIGOR TO SECURE THE LOANS OR ANY HEDGING AGREEMENT.

No Further Negative Pledge. The Borrower will not, and will not permit any of the Subsidiary Guarantors to, enter into any agreement, instrument, deed or lease which prohibits or limits in any material respect the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the other Loan Documents and documents with respect to Indebtedness permitted under Section 6.01(b), (i), (m) or (n); (b) covenants in documents creating Liens permitted by Section 6.02 (including covenants with respect to the DESIGNATED INDEBTEDNESS OBLIGATIONS OR DESIGNATED INDEBTEDNESS HOLDERS UNDER Designated Obligations or Designated Indebtedness Holders under (ANDand, IN EACH CASEin each case, AS DEFINED INas defined in) THE SECURITY DOCUMENTSthe Security Documents) PROHIBITING FURTHER LIENS ON THE ASSETS ENCUMBERED THEREBYprohibiting further Liens on the assets encumbered thereby; (Cc) CUSTOMARY RESTRICTIONS CONTAINED IN LEASES NOT SUBJECT TO A WAIVER(i) customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise not prohibited hereby so long as such restrictions relate solely to the assets subject thereto, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (iii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (iv) customary provisions restricting the creation of Liens on assets subject to any asset sale permitted under Section 6.03 or (v) customary provisions for the transfer of an asset pending the close of the sale of such asset; (Dd) ANY SUCH AGREEMENT THAT IMPOSES RESTRICTIONS ON INVESTMENTS OR OTHER INTERESTS IN FINANCING SUBSIDIARIES any such agreement with a financier to an Excluded Asset that imposes such restrictions only on ownership and economic interests in such Excluded Asset; (BUT NO OTHER ASSETS OF ANY OBLIGORe) any such agreement that imposes restrictions on investments or other interests in Financing Subsidiaries or Foreign Subsidiaries (but no other assets of any Obligor); AND (Ef) ANY OTHER AGREEMENT THAT DOES NOT RESTRICT IN ANY MANNER any such agreement that imposes restrictions on Liens in Joint Venture Investments (DIRECTLY OR INDIRECTLYsolely to the extent such restrictions relate to Joint Venture Investments); (g) LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS ON ANY COLLATERAL SECURING THE any other agreement that does not restrict in any manner (directly 141 or indirectly) ▇▇▇▇▇ created pursuant to the Loan Documents on any Collateral securing the “SECURED OBLIGATIONSSecured Obligations” UNDER AND AS DEFINED IN THE GUARANTEE AND SECURITY AGREEMENT AND DOES NOT REQUIRE THE DIRECT OR INDIRECT GRANTING OF ANY LIEN SECURING ANY INDEBTEDNESS OR OTHER OBLIGATION BY VIRTUE OF THE GRANTING OF LIENS ON OR PLEDGE OF PROPERTY OF ANY OBLIGOR TO SECURE THE LOANS OR ANY HEDGING AGREEMENTunder and as defined in the Guarantee and Security Agreement and does not require (other than pursuant to a grant of a Lien under the Loan Documents) the direct or indirect granting of any Lien securing any Indebtedness or other obligation (other than such “Secured Obligations”) by virtue of the granting of Liens on or pledge of property of any Obligor to secure the Loans or any Hedging Agreement; (h) for the avoidance of doubt, any such document, agreement or instrument that imposes customary restrictions on any Equity Interests or Portfolio Investments; and (i) the underlying governing agreements of any minority equity interest that impose such restrictions only on such equity interests.

No Further Negative Pledge. The Borrower will not, and will not permit any of the Subsidiary Guarantors to, enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the other Loan Documents and documents with respect to Indebtedness permitted under Section 6.01(b), (i), (m) or (n); (b) covenants in documents creating Liens permitted by Section 6.02 (including covenants with respect to the DESIGNATED INDEBTEDNESS OBLIGATIONS OR DESIGNATED INDEBTEDNESS HOLDERS UNDER Designated Indebtedness Obligations or Designated Indebtedness Holders under (ANDand, IN EACH CASEin each case, AS DEFINED INas defined in) THE SECURITY DOCUMENTSthe Security Documents) PROHIBITING FURTHER LIENS ON THE ASSETS ENCUMBERED THEREBYprohibiting further Liens on the assets encumbered thereby; (Cc) CUSTOMARY RESTRICTIONS CONTAINED IN LEASES NOT SUBJECT TO A WAIVERcustomary restrictions contained in leases not subject to a waiver; (Dd) ANY SUCH AGREEMENT THAT IMPOSES RESTRICTIONS ON INVESTMENTS OR OTHER INTERESTS IN FINANCING SUBSIDIARIES any such agreement that imposes restrictions on investments or other interests in Financing Subsidiaries (BUT NO OTHER ASSETS OF ANY OBLIGORbut no other assets of any Obligor); AND (Ee) ANY OTHER AGREEMENT THAT DOES NOT RESTRICT IN ANY MANNER any such agreement that imposes restrictions on Liens in Joint Venture Investments (DIRECTLY OR INDIRECTLYsolely to the extent such restrictions relate to Joint Venture Investments); and (f) LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS ON ANY COLLATERAL SECURING THE any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the “SECURED Secured 76 Revolving Credit Agreement OBLIGATIONS” UNDER AND AS DEFINED IN THE GUARANTEE AND SECURITY AGREEMENT AND DOES NOT REQUIRE THE DIRECT OR INDIRECT GRANTING OF ANY LIEN SECURING ANY INDEBTEDNESS OR OTHER OBLIGATION BY VIRTUE OF THE GRANTING OF LIENS ON OR PLEDGE OF PROPERTY OF ANY OBLIGOR TO SECURE THE LOANS OR ANY HEDGING AGREEMENTGRAnting of Liens on or pledge of property of any Obligor to secure the Loans or any Hedging Agreement.

No Further Negative Pledge. The Borrower will not, and will not permit any of the Subsidiary Guarantors to, enter into any agreement, instrument, deed or lease which prohibits or limits in any material respect the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the other Loan Documents and documents with respect to Indebtedness permitted under Section 6.01(b), (i), (m) or (n)) or the Existing Notes; (b) covenants in documents creating Liens permitted by Section 6.02 (including covenants with respect to the DESIGNATED INDEBTEDNESS OBLIGATIONS OR DESIGNATED INDEBTEDNESS HOLDERS UNDER Designated Obligations or Designated Indebtedness Holders under (ANDand, IN EACH CASEin each case, AS DEFINED INas defined in) THE SECURITY DOCUMENTSthe Security Documents) PROHIBITING FURTHER LIENS ON THE ASSETS ENCUMBERED THEREBYprohibiting further Liens on the assets encumbered thereby; (Cc) CUSTOMARY RESTRICTIONS CONTAINED IN LEASES NOT SUBJECT TO A WAIVER(i) customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise not prohibited hereby so long as such restrictions relate solely to the assets subject thereto, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (iii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (iv) customary provisions restricting the creation of Liens on assets subject to any asset sale permitted under Section 6.03 or (v) customary provisions for the transfer of an asset pending the close of the sale of such asset; (Dd) ANY SUCH AGREEMENT THAT IMPOSES RESTRICTIONS ON INVESTMENTS OR OTHER INTERESTS IN FINANCING SUBSIDIARIES any such agreement with a financier to an Excluded Asset that imposes such restrictions only on ownership and economic interests in such Excluded Asset; (BUT NO OTHER ASSETS OF ANY OBLIGORe) any such agreement that imposes restrictions on investments or other interests in Financing Subsidiaries or Foreign Subsidiaries (but no other assets of any Obligor); AND (Ef) ANY OTHER AGREEMENT THAT DOES NOT RESTRICT IN ANY MANNER any such agreement that imposes restrictions on Liens in Joint Venture Investments or Joint Venture Subsidiaries (DIRECTLY OR INDIRECTLYsolely to the extent such restrictions relate such Joint Venture Investment or Joint Venture Subsidiary); (g) LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS ON ANY COLLATERAL SECURING THE any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the “SECURED OBLIGATIONSSecured Obligations” UNDER AND AS DEFINED IN THE GUARANTEE AND SECURITY AGREEMENT AND DOES NOT REQUIRE THE DIRECT OR INDIRECT GRANTING OF ANY LIEN SECURING ANY INDEBTEDNESS OR OTHER OBLIGATION BY VIRTUE OF THE GRANTING OF LIENS ON OR PLEDGE OF PROPERTY OF ANY OBLIGOR TO SECURE THE LOANS OR ANY HEDGING AGREEMENTunder and as defined in the Guarantee and Security Agreement and does not require (other than pursuant to a grant of a Lien under the Loan Documents) the direct or indirect granting of any Lien securing any Indebtedness or other obligation (other than such “Secured Obligations”) by virtue of the granting of Liens on or pledge of property of any Obligor to secure the Loans or any Hedging Agreement; (h) for the avoidance of doubt, any such document, agreement or instrument that imposes customary restrictions on any Equity Interests or Portfolio Investments; and (i) the underlying governing agreements of any minority equity interest that impose such restrictions only on such equity interests.

No Further Negative Pledge. The Borrower will not, and will not permit any of the Subsidiary Guarantors to, enter into any agreement, instrument, deed or lease which prohibits or limits in any material respect the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenuesrevenues in the Collateral Account, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the other Loan Documents and documents with respect to Indebtedness permitted under under Section 6.01(b6.01 (b), (i), l) or (m) or (n)the Existing Notes; (b) covenants in documents creating Liens permitted by Section 6.02 (including covenants with respect to the DESIGNATED INDEBTEDNESS OBLIGATIONS OR DESIGNATED INDEBTEDNESS HOLDERS UNDER Designated Obligations or Designated Indebtedness Holders under (ANDand, IN EACH CASEin each case, AS DEFINED INas defined in) THE SECURITY DOCUMENTSthe Security Documents) PROHIBITING FURTHER LIENS ON THE ASSETS ENCUMBERED THEREBYprohibiting further Liens on the assets encumbered thereby; (Cc) CUSTOMARY RESTRICTIONS CONTAINED IN LEASES NOT SUBJECT TO A WAIVER(i) customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate solely to the assets subject thereto, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (iii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (iv) customary provisions restricting the creation of Liens on assets subject to any asset sale permitted under Section 6.03 or (v) customary provisions for the transfer of an asset pending the close of the sale of such asset; (Dd) ANY SUCH AGREEMENT THAT IMPOSES RESTRICTIONS ON INVESTMENTS OR OTHER INTERESTS IN FINANCING SUBSIDIARIES any such agreement that imposes restrictions on investments or other interests in Financing Subsidiaries or Foreign Subsidiaries (BUT NO OTHER ASSETS OF ANY OBLIGORbut no other assets of any Obligor); AND (Ee) ANY OTHER AGREEMENT THAT DOES NOT RESTRICT IN ANY MANNER any such agreement that imposes restrictions on Liens in Joint Venture Investments (DIRECTLY OR INDIRECTLYsolely to the extent such restrictions relate to Joint Venture Investments); (f) LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS ON ANY COLLATERAL SECURING THE any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the “SECURED OBLIGATIONSSecured Obligations” UNDER AND AS DEFINED IN THE GUARANTEE AND SECURITY AGREEMENT AND DOES NOT REQUIRE THE DIRECT OR INDIRECT GRANTING OF ANY LIEN SECURING ANY INDEBTEDNESS OR OTHER OBLIGATION BY VIRTUE OF THE GRANTING OF LIENS ON OR PLEDGE OF PROPERTY OF ANY OBLIGOR TO SECURE THE LOANS OR ANY HEDGING AGREEMENTunder and as defined in the Guarantee and Security Agreement and does not require (other than pursuant to a grant of a Lien under the Loan Documents) the direct or indirect granting of any Lien securing any Indebtedness or other obligation (other than such “Secured Obligations”) by virtue of the granting of Liens on or pledge of property of any Obligor to secure the Loans or any Hedging Agreement; (g) for the avoidance of doubt, any such document, agreement or instrument that imposes customary restrictions on any Equity Interests or Portfolio Investments; and (h) the underlying governing agreements of any minority equity interest that impose such restrictions only on such equity interests.