Common use of No Further Negative Pledges Clause in Contracts

No Further Negative Pledges. The Loan Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.05, pending the consummation of such sale.

No Further Negative Pledges. The Loan Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.058.5, pending the consummation of such sale.

No Further Negative Pledges. The Loan Credit Parties will not not, nor will they permit any Consolidated Party to Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligationstheir properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Obligationssome other obligation, except (a) in connection with pursuant to this Agreement and the other Credit Documents, (b) any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c6.1(c) or any of Section 6.1(h) - (k), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith or is otherwise acceptable to the Administrative Agent, and (bc) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.05, pending the consummation of such saleLien.

No Further Negative Pledges. The Loan Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.058.5, pending the consummation of such sale.

No Further Negative Pledges. The Loan Parties will not Enter into or permit any Consolidated Party to enter into, assume or become subject to exist any agreement prohibiting or otherwise restricting other arrangement that prohibits, restricts or imposes any condition upon the existence ability of such Credit Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligationsproperty or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except acquired except: (a) pursuant to this Agreement and the other Loan Documents; (b) agreements prohibiting Liens on specific property encumbered to secure payment of particular indebtedness permitted pursuant to Section 7.1; (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided, such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); and (d) any negative pledge incurred or provided in connection with any document or instrument governing Indebtedness incurred pursuant to Lien permitted by Section 7.01(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b7.1(c) in connection with any Permitted Lien or any document or instrument governing any Permitted LienLien permitted by Section 7.1(c), provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under by Section 7.05, pending the consummation of such sale7.1(c).

No Further Negative Pledges. The Loan Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the LendersBanks) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c8.1(c), provided that any such restriction contained therein relates only to the -------- asset or assets constructed or acquired in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates -------- only to the asset or assets subject to such Permitted Lien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.058.4, pending the consummation of such sale.

No Further Negative Pledges. The Loan Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement (except the Clearwater Credit Facility and documentation in connection with the Spin-off) prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.05, pending the consummation of such sale.

No Further Negative Pledges. The Loan Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative U.S. Agent or the Collateral Agent (in each case, for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and Lien, (cb) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.058.4(b), pending the consummation of such salesale and (c) customary restrictions and conditions contained in leases and other contracts restricting the assignment thereof.

No Further Negative Pledges. The Loan Credit Parties will not permit any Consolidated Combined Party to enter into, assume or become subject to any Negative Pledges or agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the LendersLender Parties) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) in connection with any Permitted Lien or any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c)any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithsubject to such Permitted Lien, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.058.10, pending the consummation of such sale.

No Further Negative Pledges. The Loan Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.05, pending the consummation of such sale.. - 110 - 106033153\V-9

No Further Negative Pledges. The Loan Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) in connection with any Permitted Lien or any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c)any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithsubject to such Permitted Lien, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.058.5, pending the consummation of such sale.

No Further Negative Pledges. The Loan Parties No Credit Party will, nor will not it permit any Consolidated Party to Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Obligationssome other obligation, except (a) in connection with pursuant to this Agreement and the other Credit Documents, (b) applicable law, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c6.1 (b) and Section 6.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (bd) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (ce) pursuant to customary restrictions and conditions contained non-assignment clauses provisions in any agreement relating lease, contract, permit or license to the sale of any Property extent permitted under Section 7.05, pending the consummation of such salehereunder.

No Further Negative Pledges. The Loan Credit Parties will not not, nor will they permit any Consolidated Party to Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligationstheir properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Obligationssome other obligation, except (a) pursuant to agreements, documents and instruments referenced in connection with clauses (i) through (x) of Section 7.9 and to any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c7.1(c) and Section 7.1(h), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, and (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (c) pursuant the foregoing shall not apply to customary any restrictions and conditions contained set forth in any agreement relating to the sale of any Property permitted under Section 7.05, pending the consummation of such saleChartered Vessel Documents).

No Further Negative Pledges. The Loan Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c8.1(c), provided -------- that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset -------- or assets subject to such Permitted Lien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.058.5, pending the consummation of such sale.

No Further Negative Pledges. The Loan Parties will not No Credit Party shall, nor shall they permit any Consolidated Party to Subsidiary to, enter into, assume or become subject to any Negative Pledges or agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property property is given as security for the Obligations, except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and Lien, (cb) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property property permitted under Section 7.057.06 or Section 7.08, pending the consummation of such salesale and (c) restrictions arising in connection with the Senior Notes and any additional senior or subordinated note issuance, convertible debentures, or similar public or private issuance, but specifically excluding any bank credit facility or similar debt facility.

No Further Negative Pledges. The Loan Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c8.1(c), provided that any such restriction contained therein relates only to the any asset or assets constructed or acquired in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.058.5, pending the consummation of such sale.

No Further Negative Pledges. The Loan Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.05, pending the consummation of such sale.

No Further Negative Pledges. The Loan Parties will not not, nor will they permit any Consolidated Party to Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligationstheir properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Obligations, some other obligation except (a) in connection with pursuant to this Agreement and the other Loan Documents, (b) pursuant to applicable Law, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 7.01(c), which is purchase money Indebtedness; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (bd) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and Lien, (ce) pursuant to customary restrictions and conditions contained nonassignment provisions in any agreement relating lease governing a leasehold interest or in any contract and (f) pursuant to the sale of any Property permitted under Section 7.05, pending UBN Credit Agreement as existing on the consummation of such saledate hereof.