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, 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 the Borrower or such 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, 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 of this Agreement in a principal amount not less than $25,000,000; or (vii) any agreements more particularly described on Schedule 9.6(b) to this Agreement and any extensions, renewals, refinancings, or replacements of such agreements. (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 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 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 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, or (E) contained in the agreements described on Schedule 9.6(c) to this Agreement and any renewals, extensions, refinancings, or replacements of any such agreements.

Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create, assume, incur, permit or incur suffer to exist any Lien (other than Permitted Liens) upon on any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior acquired, except for Permitted Liens. (b) Except in connection with the Term Loan Agreement, the Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement that meets each of the following criteria: (i) such agreement evidences Indebtedness of such Person, but only to the creation, assumption or incurring of such Lien, or immediately thereafter, a extent that no Default or Event of Default is in existence at the time such Indebtedness is created, incurred or assumed or would be in existenceresult from the creation, incurrence or assumption of such Indebtedness (including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. ); (bii) 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, except for a Negative Pledge contained (i) in any agreement (x) evidencing the Indebtedness which the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness thereunder is secured by a Lien permitted to existexist pursuant to this Agreement, and (ziii) which such agreement prohibits the creation of any other Lien only on only and with respect to the specific 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 of this Agreement in a principal amount not less than $25,000,000; or (vii) any agreements more particularly described on Schedule 9.6(b) to this Agreement and any extensions, renewals, refinancings, or replacements of such agreements. (c) The For the avoidance of doubt, subject to Section 9.3 and the other provisions of this Agreement, the Borrower shall not, and shall be permitted to enter into agreements for unsecured term Indebtedness (but not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer an unsecured revolving credit facility) which contain financial covenants substantially similar to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any 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 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 Subsidiary, except for any such encumbrances or restrictions (A) imposed by Applicable Law, (B) those contained in agreements relating to the sale Section 9.1 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.this Agreement, provided that such financial covenants (and the definitions used in any such case the encumbrances and restrictions apply only to the Subsidiary connection therewith) are not more restrictive 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, or (E) contained in the agreements described on Schedule 9.6(c) to this Agreement and any renewals, extensions, refinancings, or replacements of any such agreementstighter than those provided herein.

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 in any Property Subsidiary (other than Permitted Liens of the types described in any of clauses (a), (e) and (f) 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), (f) and (g) 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, Pledge except for a Negative Pledge contained in (i) in any an agreement (x) evidencing Indebtedness which the Borrower such Borrower, Loan Party or such 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 existexist 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) leases and other agreements restricting in an agreement relating to the assignmentsale of a Property Subsidiary or assets pending such sale, sublease, provided that in any such case the Negative Pledge applies only to the Subsidiary or pledge thereof; the assets that are the subject of such sale or (iii) contained in 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 Term Loan Agreement or any non-Wholly Owned Subsidiary; other Loan Document (v) as defined in any agreements evidencing or governing Unsecured Indebtedness otherwise permitted by Section 9.3 of this Agreement in a principal amount not less than $25,000,000; or (vii) any agreements more particularly described on Schedule 9.6(b) to this Agreement and any extensions, renewals, refinancings, or replacements of such agreementsthe Term Loan Agreement). (c) The Borrower Except to the extent contained in the Term Loan Agreement or any other Loan Document (as defined in the Term Loan Agreement), the Borrowers shall not, and shall not permit any Subsidiary or 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 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 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, 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, or (E) contained in the agreements described on Schedule 9.6(c) to this Agreement and any renewals, extensions, refinancings, or replacements of any such agreements.

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), (e) and (f) 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), (f) and (g) 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, Pledge except for a Negative Pledge contained in (i) in any an agreement (x) evidencing Indebtedness which the Borrower such Borrower, Loan Party or such 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 existexist 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) leases and other agreements restricting in an agreement relating to the assignmentsale of a Property Subsidiary or assets pending such sale, sublease, provided that in any such case the Negative Pledge applies only to the Subsidiary or pledge thereofthe assets that are the subject of such sale; or (iii) contained in 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 Revolving Credit Agreement or any non-Wholly Owned Subsidiary; other Loan Document (v) as defined in any agreements evidencing or governing Unsecured Indebtedness otherwise permitted by Section 9.3 of this Agreement in a principal amount not less than $25,000,000; or (vii) any agreements more particularly described on Schedule 9.6(b) to this Agreement and any extensions, renewals, refinancings, or replacements of such agreementsthe Revolving Credit Agreement). (c) The Borrower 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 Subsidiary or 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 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 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, 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, or (E) contained in the agreements described on Schedule 9.6(c) to this Agreement and any renewals, extensions, refinancings, or replacements of any such agreements.

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 9.110.1. (b) 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, Pledge except for a Negative Pledge contained in (i) in any an agreement (x) evidencing Indebtedness which the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.310.3., (y) which Indebtedness is secured by a Lien permitted to existexist 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; or (ii) leases and other agreements restricting in an agreement relating to the assignment, sublease, or pledge thereof; (iii) the organizational documents and financing agreements applicable solely to any Subsidiary that is participating in sale of 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) assets pending such sale, provided that in any agreements evidencing such case the Negative Pledge applies only to the Subsidiary or governing Unsecured Indebtedness otherwise permitted by Section 9.3 of this Agreement in a principal amount not less than $25,000,000; or (vii) any agreements more particularly described on Schedule 9.6(b) to this Agreement and any extensions, renewals, refinancings, or replacements the assets that are the subject of such agreementssale. (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 ’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (ii) pay any 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 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, or (E) contained in the agreements described on Schedule 9.6(c) to this Agreement and any renewals, extensions, refinancings, or replacements of any such agreements.

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, enter into, assume or otherwise be bound by any Negative Pledge, Pledge except for a Negative Pledge contained in (i) in any an agreement (x) evidencing Indebtedness which the Borrower or such 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 existexist under the Credit 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) leases and other agreements restricting in an agreement relating to the assignmentsale of a Subsidiary or assets pending such sale, sublease, provided that in any such case the Negative Pledge applies only to the Subsidiary or pledge thereofthe assets that are the subject of such sale; (iii) Section 10.6 of the organizational documents 2002 Note Agreements, of the 2004 Note Agreements, and financing agreements applicable solely to any Subsidiary that is participating of the 2005 Note Agreements, in a structured finance arrangement each case, as a "bankruptcy remote" Subsidiaryin effect on the Agreement Date; and (iv) Additional Note Purchase Agreements (as defined in the organizational documents or other agreements binding Note Agreements) so long as any such Negative Pledge is on any Excluded Subsidiary or any non-Wholly Owned Subsidiary; (v) terms substantially similar to the Negative Pledge contained in any agreements evidencing or governing Unsecured Indebtedness otherwise permitted by Section 9.3 10.6 of this the 2002 Note Agreements, the 2004 Note Agreements, and the 2005 Note Agreements, in each case, as in effect on the Agreement in a principal amount not less than $25,000,000; or (vii) any agreements more particularly described on Schedule 9.6(b) to this Agreement and any extensions, renewals, refinancings, or replacements of such agreementsDate. (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 ’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (ii) pay any 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 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, or (E) contained in the agreements described on Schedule 9.6(c) to this Agreement and any renewals, extensions, refinancings, or replacements of any such agreements.

Liens; Negative Pledges; Other Matters. (a) 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 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, however, that nothing contained in this Section 9.5 shall prohibit the refinancing of Secured Debt of the Borrower, any other Obligor A/75663178.5 or any of their respective Subsidiaries in the event an Event of Default is then in existence so long as such refinancing (i) is otherwise permitted under this Agreement and (ii) will not create any additional, or exacerbate any existing, Default or Event of Default. (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, enter into, assume or otherwise be bound by any Negative Pledge, Pledge except for a Negative Pledge contained in (i) in any agreement (xA) evidencing Indebtedness which the Borrower or such Subsidiary or Obligor may create, incur, assume, or permit or suffer to exist under Section 9.3.9.2, (yB) which Indebtedness is secured by a Lien permitted to existexist pursuant to this Agreement, and (zC) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (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 Governing Document of a "bankruptcy remote" Subsidiary; (iv) the organizational documents or other agreements binding on any Excluded Subsidiary or any nonNon-Wholly Owned Subsidiary; (v) in any agreements evidencing or governing Unsecured Indebtedness otherwise permitted by Section 9.3 of this Agreement in a principal amount not less than $25,000,000; or (vii) any agreements more particularly described on Schedule 9.6(b) to this Agreement and any extensions, renewals, refinancingsSubsidiary which requires consent to, or replacements places limitations on, the imposition of Liens on such agreementsSubsidiary’s assets or properties. (c) 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 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 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, (iiB) pay any 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 Unencumbered Asset), or (ii) the ability of the Borrower or any Subsidiary, except for any such encumbrances or restrictions (A) imposed by Applicable Law, (B) contained in agreements relating other Obligor 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, or (E) contained in the agreements described on Schedule 9.6(c) to amend this Agreement and any renewals, extensions, refinancings, or replacements of any such agreementspledge the Unencumbered Assets as security for the Obligations.

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 Borrower, such other Subsidiary or such Subsidiary 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 nonNon-Wholly Owned Subsidiary; (v) in any agreements evidencing or governing Unsecured Indebtedness otherwise permitted by Section 9.3 of this Agreement 9.3. in a principal amount not less than $25,000,000; or (viivi) any agreements more particularly described on Schedule 9.6(b9.6.(b) to this Agreement 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 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 other Subsidiary; (ii) pay any 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 nonNon-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, or (E) contained in the agreements described on Schedule 9.6(c9.6.(c) to this Agreement and any renewals, extensions, refinancings, or replacements of any such agreementsagreements or (F) contained in this Agreement or in the Cash Management Line Agreement.

Liens; Negative Pledges; Other Matters. 77 (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, 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 the Borrower or such 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, 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 nonNon-Wholly Owned Subsidiary; (v) in any agreements evidencing or governing Unsecured Indebtedness otherwise permitted by Section 9.3 of this Agreement in a principal amount not less than $25,000,000; or (vii) any agreements more particularly described on Schedule 9.6(b) to this Agreement and any extensions, renewals, refinancings, or replacements of such agreements. (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 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 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 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 nonNon-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, or (E) contained in the agreements described on Schedule 9.6(c) to this Agreement and any renewals, extensions, refinancings, or replacements of any such agreementsagreements or (F) contained in this Agreement.

Liens; Negative Pledges; Other Matters. (a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create, assume, incur, permit or incur suffer to exist any Lien (other than Permitted Liens) upon on any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior acquired, except for Permitted Liens. (b) Except in connection with the Revolving Credit Agreement, the Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement that meets each of the following criteria: (i) such agreement evidences Indebtedness of such Person, but only to the creation, assumption or incurring of such Lien, or immediately thereafter, a extent that no Default or Event of Default is in existence at the time such Indebtedness is created, incurred or assumed or would be in existenceresult from the creation, incurrence or assumption of such Indebtedness (including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. ); (bii) 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, except for a Negative Pledge contained (i) in any agreement (x) evidencing the Indebtedness which the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness thereunder is secured by a Lien permitted to existexist pursuant to this Agreement, and (ziii) which such agreement prohibits the creation of any other Lien only on only and with respect to the specific 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 of this Agreement in a principal amount not less than $25,000,000; or (vii) any agreements more particularly described on Schedule 9.6(b) to this Agreement and any extensions, renewals, refinancings, or replacements of such agreements. (c) The For the avoidance of doubt, subject to Section 9.3 and the other provisions of this Agreement, the Borrower shall not, and shall be permitted to enter into agreements for unsecured term Indebtedness (but not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer an unsecured revolving credit facility) which contain financial covenants substantially similar to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any 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 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 Subsidiary, except for any such encumbrances or restrictions (A) imposed by Applicable Law, (B) those contained in agreements relating to the sale Section 9.1 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.this Agreement, provided that such financial covenants (and the definitions used in any such case the encumbrances and restrictions apply only to the Subsidiary connection therewith) are not more restrictive 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, or (E) contained in the agreements described on Schedule 9.6(c) to this Agreement and any renewals, extensions, refinancings, or replacements of any such agreementstighter than those provided herein.