Common use of Liens; Negative Pledges; Other Matters Clause in Contracts

Liens; Negative Pledges; Other Matters. (a) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. (b) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (ii) pay any Debt owed to the Borrower or any Subsidiary; (iii) make loans or advances to the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Borrower or any Subsidiary.

Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.110.1. (b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge on any Borrowing Base Property. (c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower Parent or any Subsidiary; (ii) pay any Debt Indebtedness owed to the Borrower Parent or any Subsidiary; (iii) make loans or advances to the Borrower Parent or any Subsidiary; or (iv) transfer any of its property or assets to the Borrower Parent or any Subsidiary.

Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. (b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower Parent or any Subsidiary; (ii) pay any Debt Indebtedness owed to the Borrower Parent or any Subsidiary; (iii) make loans or advances to the Borrower Parent or any Subsidiary; or (iv) transfer any of its property or assets to the Borrower Parent or any Subsidiary.

Liens; Negative Pledges; Other Matters. (a) The Borrower Borrowers shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to after the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. (b) The Borrowers shall not, and shall not permit any Subsidiary (other than an Excluded Subsidiary) or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which such Borrower or such Subsidiary or Loan Party may create, incur, assume, or permit or suffer to exist under Section 9.2; (ii) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and (iii) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into. (c) The Borrowers shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock Borrower or other equity interests owned by Loan Party to pledge the Borrower or any Subsidiary; (ii) pay any Debt owed to Unencumbered Assets as security for the Borrower or any Subsidiary; (iii) make loans or advances to the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Borrower or any SubsidiaryObligations.

Liens; Negative Pledges; Other Matters. (a) The Borrower shall not, and shall not permit any other Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. (b) The Borrower shall not, and shall not permit any other Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge, except for a Negative Pledge contained (i) in any agreement (x) evidencing Indebtedness which PPI and the Borrower, such other Subsidiary or such other Loan Party, may create, incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness is secured by a Lien permitted to exist, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) leases and other agreements restricting the assignment, sublease, or pledge thereof; (iii) the organizational documents and financing agreements applicable solely to any Subsidiary that is participating in a structured finance arrangement as a “bankruptcy remote” Subsidiary; (iv) the organizational documents or other agreements binding on any Excluded Subsidiary or any Non-Wholly Owned Subsidiary; (v) in any agreements evidencing or governing Unsecured Indebtedness otherwise permitted by Section 9.3. in a principal amount not less than $25,000,000; or (vi) any agreements more particularly described on Schedule 9.6.(b) and any extensions, renewals, refinancings, or replacements of such agreements. (c) The Borrower shall not, and shall not permit any other Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (ii) pay any Debt Indebtedness owed to the Borrower or any other Subsidiary; (iii) make loans or advances to the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Borrower or any other Subsidiary, except for any such encumbrances or restrictions (A) imposed by Applicable Law, (B) contained in agreements relating to the sale of a Subsidiary or assets pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Sections 9.3. and 9.6., provided that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (C) set forth in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Non-Wholly Owned Subsidiary, (D) contained in the organizational documents or financing agreements of any Subsidiary that is participating in a structured finance arrangement as a “bankruptcy remote” Subsidiary, (E) contained in the agreements described on Schedule 9.6.(c) and any renewals, extensions, refinancings, or replacements of any such agreements or (F) contained in this Agreement, in the Cash Management Line Agreement or in the Revolving Credit Agreement.

Liens; Negative Pledges; Other Matters. (a) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (b) The Borrower shall notnot enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2; (ii) which Indebtedness is secured by a Lien permitted to exist and (iii) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (c) The Borrower shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (ii) pay any Debt Indebtedness owed to the Borrower or any Subsidiary; (iii) make loans or advances to the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Borrower or any SubsidiaryBorrower.

Liens; Negative Pledges; Other Matters. (a) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to after the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. (b) The Borrower shall not, and shall not permit any Subsidiary (other than an Excluded Subsidiary) or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which Borrower or such Subsidiary or Loan Party may create, incur, assume, or permit or suffer to exist under Section 9.2; (ii) which Indebtedness is secured by a Lien permitted to exist pursuant to this Agreement, and (iii) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into. (c) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock Borrower or other equity interests owned by Loan Party to pledge the Borrower or any Subsidiary; (ii) pay any Debt owed to Unencumbered Assets as security for the Borrower or any Subsidiary; (iii) make loans or advances to the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Borrower or any SubsidiaryObligations.

Liens; Negative Pledges; Other Matters. (a) With respect to any Property included as a Borrowing Base Property, Borrower shall not, without the prior written consent of the Administrative Agent, create, place, suffer or permit to be created or placed or, through any act or failure to act, acquiesce in the placing or allow to remain, any Lien, regardless of whether same is expressly subordinate to the Obligations, or grant any easement or impose any restrictive covenants, other than Permitted Liens; or contractually agree with any other Person to provide such Person a Negative Pledge, or other covenant similar to this Section 9.4(a). (b) The Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Loan Party Obligor to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired (excluding Borrowing Base Properties) if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; provided that the Borrower may, even during the existence of a Default, refinance Secured Debt and Nonrecourse Debt to the extent permitted by Section 9.2(d). (bc) The Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Obligor to, enter into, assume or otherwise be bound by any Negative Pledge, except for a Negative Pledge contained in (i) any agreement (A) evidencing Indebtedness which the Borrower or such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.2, (B) which Indebtedness is (1) secured by a Lien permitted to exist pursuant to this Agreement or (2) unsecured but is supported by the Properties (that are not Borrowing Base Properties) of a Subsidiary of the Borrower (that is not an Obligor), and (C) which prohibits the creation of any other Loan Party Lien on only the property securing or supporting such Indebtedness as of the date such agreement was entered into or the Equity Interests of the Person owning such property; or (ii) a Governing Document of a Non-Wholly Owned Subsidiary which requires consent to, or places limitations on, the imposition of Liens on such Subsidiary's assets or properties or the Equity Interests in such Subsidiary. Notwithstanding the foregoing, in no event shall the Borrower or any Obligor enter into, assume, or be bound by any Negative Pledge on a Borrowing Base Property other than the Negative Pledge granted by this Agreement. (d) The Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Obligor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) of any kind on (i) the ability of the Borrower, any other Obligor or any Subsidiary (of the Borrower or any other than an Excluded Subsidiary) Obligor to: (iA) pay dividends or make any other distribution on any of such Subsidiary’s Person's capital stock or other equity interests owned by the Borrower Borrower, any other Obligor, or any Subsidiary; of their respective Subsidiaries, provided that the foregoing shall not apply to any restriction on the Borrower and REIT Guarantor paying dividends or other distributions contained in any agreement relating to other Indebtedness permitted by this Agreement, (iiB) pay any Debt Indebtedness owed to the Borrower Borrower, any other Obligor, or any Subsidiary; of their respective Subsidiaries, (iiiC) make loans or advances to the Borrower Borrower, any other Obligor, or any Subsidiary; of their respective Subsidiaries, or (ivD) transfer any of its property or assets to the Borrower, any Obligor, or any of their respective Subsidiaries, other than any such restrictions described in this subpart (i) which are contained in (x) agreements evidencing Secured Debt and which relate solely to the assets pledged as collateral security for such Secured Debt or (y) any Governing Document of a Non-Wholly Owned Subsidiary and which relate solely to such Subsidiary (other than any such Subsidiary that owns, in whole or in part, any Borrowing Base Property), or (ii) the ability of the Borrower or any Subsidiaryother Obligor to amend this Agreement or pledge the Borrowing Base Property as security for the Obligations.

Liens; Negative Pledges; Other Matters. (a) The Borrower Borrowers shall not, and shall not permit any Subsidiary or other Loan Party or any other Property Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.19. (b) 1. The Borrower Borrowers shall not, and shall not permit any Subsidiary or other Loan Party or any other Property Subsidiary to, create, assume, or incur any Lien upon any direct or indirect Equity Interests of any Property Subsidiary (other than Permitted Liens of the types described in any of clauses (a) and (e) of the definition of such term) or any Borrowing Base Asset (other than Permitted Liens of the types described in any of clauses (a), (c), (d), (e) and (f) of the definition of such term). (b) The Borrowers shall not, and shall not permit any other Loan Party or any other Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which such Borrower, Loan Party or Property Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) in an agreement relating to the sale of a Property Subsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale; or (iii) contained in the Revolving Credit Agreement or any other Loan Document (as defined in the Revolving Credit Agreement). (c) Except to the extent contained in the Revolving Credit Agreement or any other Loan Document (as defined in the Revolving Credit Agreement), the Borrowers shall not, and shall not permit any other Loan Party or any other Property Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Property Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Property Subsidiary’s 's capital stock or other equity interests owned by the a Borrower or any Property Subsidiary; (ii) pay any Debt Indebtedness owed to the a Borrower or any Property Subsidiary; (iii) make loans or advances to the a Borrower or any Property Subsidiary; or (iv) transfer any of its property or assets to the a Borrower or any Property Subsidiary.

Liens; Negative Pledges; Other Matters. (a) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (b) The Borrower shall notnot enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i) evidencing Indebtedness which the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2; (ii) which Indebtedness is secured by a Lien permitted to exist and (iii) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (c) The Borrower shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s 's capital stock or other equity interests owned by the Borrower or any Subsidiary; (ii) pay any Debt Indebtedness owed to the Borrower or any Subsidiary; (iii) make loans or advances to the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Borrower or any SubsidiaryBorrower.